2019-109C.1 - Laserfiche WebLink

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Final Version obligations contained herein constitute the valid and binding obligations of such Party, subject to approval of a Party's governing body, as may be required. 5. Return or Destruction. Unless, otherwise required by law, at any time upon the Disclosing Party's written request, the Receiving Party shall return or destroy, at the Receiving Party's option, all written Confidential Information of the Disclosing Party, including that portion of such Confidential Information that may be found in analyses, compilations, studies or other documents prepared by, or for, the Receiving Party, and the Receiving Party and its Representatives shall not retain any copies of such written Confidential Information; provided, however, that Confidential Information may be retained by the Receiving Party to the extent that retention of such Confidential Information is necessary to comply with the Receiving Party's internal document retention policies aimed at legal, corporate governance or regulatory compliance and any such retained Confidential Information shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination or expiration of this Agreement. The Receiving Party shall, upon written request of the Disclosing Party, cause one of its duly authorized officers to certify in writing to the Disclosing Party that the requirements of the preceding sentence have been satisfied in full. The Receiving Party shall not be deemed to have retained or failed to return or destroy any Confidential Information if Confidential Information received or stored in digital format is deleted from local hard drives so long as no attempt is made to recover such Confidential Information from servers or back-up sources, provided that any such retained Confidential Information shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination or expiration of this Agreement. 6. No Other Agreement. It is understood that this Agreement is not intended to and does not, obligate any Party to enter into any further agreements or to proceed with any possible relationship or other transaction, including without limitation the Transaction, or to require any Party to disclose any information under this Agreement. Any pricing lists, proposals or summaries disclosed under this Agreement are intended only to provide a framework for further discussions among the Parties. Pricing documents are not an offer or a commitment of any Party. 7. No License. It is understood that nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed to Receiving Party. Nothing in this Agreement is intended to prevent any Party hereto from using its own Confidential Information which it furnished hereunder for dealings with third parties for any purpose. 8. Amendment. Any amendment to this Agreement must be in writing and signed by an authorized representative of each Party. 9. No Assignment. This Agreement may not be assigned by any Party unless prior written consent is obtained from the other Parties. 10. Non -Waiver. No waiver of any provision of this Agreement shall be deemed to be nor shall constitute a waiver of any other provision whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. 11. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida without regard to its conflict of law's provisions. Any disputes resulting in litigation between the Parties shall be conducted exclusively in Indian River County, Florida for claims brought in state court, and the Southern District of Florida for those claims justiciable in federal court. 3