2011-217 - Laserfiche WebLink

Home Browse Search

FIRST ADDENDUM EXHIBIT A To Agreement between Colossus , Incorporated , d/ b/a InterAct Public Safety Systems and Indian River County , Florida InterAct Offerings and pricing terms applicable thereto are Confidential Information of InterAct . Each party agrees to : hold confidential and not disclose to unauthorized third parties the Confidential Information of the Disclosing Party ; use Confidential Information of the Disclosing Party solely in connection with performance of this Agreement and as authorized by this Agreement ; and use at least the same degree of care ( and , in any event , not less than a reasonable degree of care ) in protecting the Disclosing Party 's Confidential Information from unauthorized access or disclosure as it exercises in protecting its own Confidential Information . Notwithstanding the foregoing , Confidential Information hereunder shall not include information : ( i ) known to Receiving Party before receipt hereunder or later independently developed by the Receiving Party without reference to information disclosed by the Disclosing Party ; ( ii ) lawfully obtained by a party from a third party without restriction and without breach of an obligation to keep it confidential ; or ( iii ) that was at the time of its disclosure or subsequently becomes publicly available other than as a result of an act or omission of the Receiving Party . In the event that a Receiving Party is required by law , according to advice of counsel , to disclose Confidential Information of a Disclosing Party , the Receiving Party shall provide the Disclosing Party with prompt prior notice of such pending disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy and/ or waive compliance with the provisions of this Agreement . The Receiving Party shall cooperate with any attempts by the Disclosing Party to obtain such protective order or other appropriate remedy . In the absence of a protective order or a receipt of a waiver, the Receiving Party agrees to furnish only that portion of the Confidential Information that it is legally required to disclose and such disclosure shall not be a breach of this Agreement . Notwithstanding the foregoing : nothing herein shall be construed as to prevent InterAct or its employees from providing services or developing materials that are similar or identical to or competitive with those developed or provided under this Agreement ; InterAct may disclose Customer's Confidential Information to contractors engaged by InterAct to assist in the performance of any Services hereunder ; InterAct may disclose to its licensors Customer's identity and such other information regarding Customer's use of the Software as such licensors may require be disclosed by InterAct ; and InterAct may use any ideas , concepts , know - how and techniques used , discovered or reduced to practice while furnishing InterAct Offerings to Customer for the benefit of InterAct and other InterAct customers . 8 . Ownership . Except for the limited license expressly set forth herein , all rights , title and interests to and in the Software and Services , including without limitation all trademarks , service marks , patents , copyrights , trade secrets and other proprietary rights therein , are reserved and will remain the exclusive property of InterAct or its licensors . Customer will not take any action that jeopardizes InterAct's or its licensors ' proprietary rights . Customer acknowledges and agrees that it acquires no right in the Software , except the limited use license specified in Section 2 above . InterAct and its licensors , as applicable , will own all rights in any copies of the Software made by Customer . Customer agrees to take , at InterAct 's sole expense , any actions reasonably requested by InterAct to reflect, confirm or perfect such rights in InterAct Is or an applicable licensor's name . 9 . Warranty, Indemnity, Remedies . a . Software Warranty . InterAct warrants that Supported Software will perform substantially in accordance with the Documentation for a period of one year after the date on which Customer's license for such Supported Software is first acquired . The foregoing warranty shall not apply to Supported Software that has been modified by Customer or third parties or to Supported Software that is installed on computer systems not approved by InterAct . Customer agrees to notify InterAct in writing before expiration of the preceding period of the failure of any Supported Software to satisfy the foregoing warranty and , after verification thereof by InterAct , InterAct will undertake to correct any reported error in accordance with its Software Maintenance Guide . Customer acknowledges that the Software may not satisfy all of Customer' s requirements and the use of the Software may not be uninterrupted or error- free . b . Services Warranty . InterAct warrants that : ( i ) it will perform the Services in a professional and workmanlike manner ; and ( ii ) the Project Deliverables will perform substantially in accordance with the specifications set forth in the applicable Statement of Work and applicable Documentation for a period of 30 days after delivery thereof to Customer. Customer agrees to notify InterAct in writing before expiration of the preceding period of the failure of any Project Deliverable to satisfy the foregoing warranty and , after verification thereof by InterAct, InterAct will undertake to correct any reported error in accordance with its Software Maintenance Guide . c . Manufacturer's Equipment Warranty . Customer acknowledges that all Equipment supplied by InterAct hereunder is manufactured by third parties and Customer agrees that the only warranties applicable to the Equipment are such warranties as may be provided by the manufacturers thereof . InterAct makes no warranty of any kind with respect to any Equipment . If your Order Form included any equipment , solely as a courtesy InterAct has provided a list of manufacturer's equipment warranties on Exhibit B - 2 , which equipment and warranties are subject to change without InterAct Public Safety Systems 4 Master Purchase , License & Services Agreement v3 . 0 ( 2011 -05- 06 ) FCFM 0011 - 1