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2022-124
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2022-124
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Last modified
7/18/2022 10:44:12 AM
Creation date
7/18/2022 10:42:38 AM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
07/07/2022
Control Number
2022-124
Agenda Item Number
Signed by County Administrator
Entity Name
United Way of Indian River County
Subject
License Agreement
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Software or the Software Site to communicate any message or material (i) that is harassing, <br />libelous, threatening, or obscene, (ii) that would violate the intellectual property rights of any party, <br />(iii) that would give rise to civil liability, (iv) that would constitute or encourage criminal conduct <br />under applicable law, or (v) that is otherwise unlawful. Although UWIRC is not responsible for <br />any such communications, UWIRC may suspend any such communications of which UWIRC is <br />made aware. To the limits set forth in section 768.28, Florida Statutes, Indian River County shall <br />indemnify and hold UWIRC harmless from any and all third party claims, liability, damages and <br />costs (including, but not limited to attorneys' fees) arising from Indian River County, <br />4. ConrdentialInformation. <br />4.1 Confidentiality Obligations. Each party is the owner of certain information that it <br />deems to be confidential and proprietary in nature ("Confidential Information"). Neither party <br />will, during or subsequent to the term of this Agreement, directly or indirectly (a) use any of the <br />disclosing party's Confidential Information for the benefit of anyone other than disclosing party, <br />or (b) disclose any of the disclosing party's Confidential Information to anyone other than an <br />employee, representative or agent of the receiving party, to whom it is necessary to disclose such <br />Confidential Information for the purposes permitted under this Agreement and who is obligated to <br />protect the confidentiality thereof in a manner no less stringent then provided in this Agreement. <br />Confidential Information does not include information (a) known to the receiving party at the time <br />of disclosure to the receiving party by disclosing party, (b) publicly known through no wrongful <br />act of receiving party, (c) rightfully received by receiving party from a third party authorized to <br />make such disclosure, or (d) independently developed by receiving party. <br />4.2 Required Disclosure. The receiving party may disclose Confidential Information <br />if required pursuant to applicable law, or under a government or court order; provided, however, <br />that (i) the obligations of confidentiality and non-use shall continue to the fullest extent not in <br />conflict with such law or order, and (ii) if and when the receiving party is required to disclose <br />Confidential Information pursuant to any law or order, the receiving party shall promptly notify <br />the disclosing party and use reasonable best efforts to obtain or assist the disclosing party in <br />obtaining a protective order or take other actions as shall prevent or limit, to the fullest extent <br />possible, public access to, or disclosure of, such Confidential Information. <br />4.3 Iniunction. Because each party's obligations are personal and unique, and because <br />the parties will have access to and become acquainted with each other's Confidential Information, <br />each party agrees that its breach of this Agreement will result in irreparable harm to the other party. <br />An injured party may enforce this Agreement and any of its provisions by injunction, specific <br />performance or other equitable relief without prejudice to any other rights and remedies that the <br />injured party may have. <br />4.4 Following Termination. Upon termination or expiration of this Agreement, the <br />receiving party will cease to make use of the Confidential Information received from the disclosing <br />party and, unless otherwise prohibited by applicable law, upon the disclosing party's written <br />request, will promptly destroy or return such Confidential Information. In the event that the <br />disclosing party requests destruction, the receiving party shall provide written certification of the <br />destruction within thirty (30) days of such request. <br />Term and Termination. <br />
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