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SPECIAL SERVICE ARRANGEMENT <br /> AGREEMENT Case Number FL07- 1770-00 <br /> reasonable means, to prevent the disclosure and protect the confidentiality of Confidential <br /> Information. No Confidential Information will be disclosed by the recipient party without the <br /> prior written consent of the disclosing party; provided, however, that each party may disclose this <br /> Agreement and any disclosing party's Confidential Information to those who are employed or <br /> engaged by the recipient party, its agents or those of its affiliates who have a need to have access <br /> to such information in connection with their employment or engagement, provided the recipient <br /> party notifies such persons of the obligations set forth in this Section and such persons agree in <br /> writing to abide by such obligations. <br /> b) The obligations set forth in subsection 22. 1 above will not prevent any party from disclosing <br /> information that belongs to such party or (a) is already known by the recipient party without an <br /> obligation of confidentiality other than under this Agreement, (b) is publicly known or becomes <br /> publicly known through no unauthorized act of the recipient party, (c) is rightfully received from <br /> a third party, (d) is independently developed without use ofthe disclosing party 's Confidential <br /> Information or (e) is disclosed without similar restrictions to a third party by the party owning the <br /> Confidential Information. If Confidential Information is required to be disclosed pursuant to law, <br /> regulation, tariff or a requirement of a governmental authority, or in connection with an <br /> arbitration or mediation, such Confidential Information may be disclosed pursuant to such <br /> requirement so long as the party required to disclose the Confidential Information, to the extent <br /> possible, provides the disclosing party with timely prior written notice of such requirement and <br /> coordinates with the disclosing party in an effort to limit the nature and scope of such required <br /> disclosure. Upon written request at the expiration or termination of an Attachment or order, all <br /> documented Confidential Information (and all copies thereof) owned by the requesting party (if <br /> previously received by the terminating party) will be returned to the requesting party or will be <br /> destroyed, with written certification thereof being given to the requesting party. The provisions <br /> of this Section shall remain in effect during the term of the Agreement and shall survive the <br /> expiration or termination thereof for a period of four (4) years, provided that the obligations <br /> hereunder shall continue in effect for any Confidential Information for so long as it is a trade <br /> secret under applicable law. <br /> 23. Beneficial Use. Beneficial Use occurs when the Customer uses the Service or feature of the Service for its <br /> intended operational purpose (excluding training or testing) prior to the full completion of acceptance <br /> testing ("Beneficial Use"). Upon commencement of Beneficial Use by Customer, payment requirements <br /> will begin and the Customer shall assume responsibility for the use and operation of the Service. Customer <br /> may not commence Beneficial Use without Company's prior written authorization, which may be withheld <br /> in Company's reasonable discretion. Company is not liable for Service deficiencies that occur during <br /> unauthorized Beneficial Use. Customer acknowledges that service corrections and software changes can <br /> result in interruptions to normal system operations. <br /> 24. Statement of Work. Customer's installation of the Service will begin upon the development of a Statement <br /> of Work by Customer and Company. <br /> 25 . Warranty Period. Unless expressly provided otherwise in this Agreement, Customer acknowledges that <br /> the Services do not include a warranty period and that billing for the Service will begin upon acceptance or <br /> Beneficial Use by the Customer. <br /> 26. This Agreement is not binding upon Company until executed by an authorized employee, partner, or <br /> agent of Customer and Company. This Agreement may not be modified, amended, or superseded <br /> other than by a written instrument executed by both parties, approved by the appropriate Company <br /> organization, and incorporated into Company' s mechanized system . The undersigned warrant and <br /> represent that the undersigned have the authority to bind Customer and Company to this Agreement. <br /> PRIVATE/PROPRIETARY <br /> CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE <br /> BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. <br /> Page 5 of 14 <br />