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2022-222
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Last modified
11/18/2022 4:42:31 PM
Creation date
11/18/2022 4:40:52 PM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
11/01/2022
Control Number
2022-222
Agenda Item Number
12.D.1.
Entity Name
Everside Health, LLC
Subject
Professional Services Contract for executive search services for the selection
of Indian River County’s Administrator Mutual Non-Disclosure Agreement Authorizing
to Negotiate for Employee Health Clinic (RFP 2022053)
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A TRUE COPY <br />CERTIFICATION ON LAST PAGE <br />J.R. SMITH, CLERK <br />(c) The Parties agree and acknowledge that monetary damages would not be a sufficient <br />remedy for any breach of this Agreement, and Disclosing Party would suffer immediate and/or <br />irreparable harm as the result of such breach. Therefore, upon any actual breach of this Agreement, <br />Receiving Party consents to the Disclosing Party seeking issuance, by any court of competent <br />jurisdiction, of a temporary restraining order, preliminary and/or permanent injunction, without <br />bond, restraining or enjoining such breach by Receiving Party or any person or entity that receives <br />Confidential Information from Receiving Party, from utilizing said Confidential Information for <br />any purpose other than as set forth in this Agreement. Such remedies shall not be the exclusive <br />remedies for a breach of this Agreement, but shall be in addition to all other remedies available at <br />law or in equity to Disclosing Party. <br />(d) In the event of a breach of this Agreement by Receiving Party, Receiving Party shall indemnify <br />and hold Disclosing Party harmless from any damages, losses, costs and expenses (including <br />reasonable attorney fees) of any kind without limitation, that Disclosing Party is able to <br />demonstrate as the result of such breach. Such remedies shall not be the exclusive remedies for a <br />breach of this Agreement, but shall be in addition to all other remedies available at law or in equity <br />to Disclosing Party. <br />4. Miscellaneous. <br />(a) All Confidential Information shall remain the property of Disclosing Party. By disclosing <br />information to Receiving Party, Disclosing Party does not grant any express or implied right to <br />Receiving Party to or under Disclosing Party's patents, copyrights, trademarks or other intellectual <br />property, or trade secret information. <br />(b) Receiving Party understands and acknowledges that Disclosing Party is not making any <br />representation or warranty, express or implied, as to the accuracy or completeness of any of the <br />Confidential Information. Receiving Party agrees that neither Disclosing Party nor any of its <br />affiliated, parent or subsidiary entities, or directors, shareholders, employees, agents, or <br />representatives will have any liability to Receiving Party or any third parties relating to or resulting <br />from any use of the Confidential Information. <br />(c) This Agreement shall not be modified except by a written agreement dated subsequent to <br />the Effective Date of this Agreement and signed by both Parties. None of the provisions of this <br />Agreement shall be deemed to have been waived by any act or acquiescence on the part of <br />Disclosing Party, its agents, or employees, but only by an instrument in writing signed by an <br />authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall <br />constitute a waiver of any other provision(s) or of the same provision on another occasion. <br />(d) In the event Confidential Information is required by court order, Florida law, or <br />government agency to be disclosed, Receiving Party may make such required disclosures; <br />provided, however, Receiving Party shall provide advance, reasonable notice to the Disclosing <br />Party, so that Disclosing Party may seek a protective order or such other protection as Disclosing <br />Party, in its sole discretion, may elect, and Receiving Party shall reasonably cooperate, at <br />Disclosing Party's expense, with Disclosing Party in its efforts to obtain such order or protection. <br />4 <br />
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