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and if disclosed orally by either the Company, then the Company shall confirm the oral or visual disclosure that <br /> shall be considered Confidential Information in a written memorandum or e-mail transmittal to the Customer within <br /> thirty (30) days after such visual or oral disclosure and whether prepared by the Company or otherwise which is <br /> disclosed to the Customer or the Customer ' s agents in connection with this Master Agreement and including all <br /> reports, analyses, notes or other information that are based on, contain or reflect any such Confidential Information; <br /> however, Confidential Information shall not include the following : (a) information which is or becomes publicly <br /> available other than as a result of a violation of this Master Agreement; (b) information which is or becomes <br /> available on a non-confidential basis from a source which is not known to the Customer (after due inquiry) to be <br /> prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to the Company; <br /> or (c) information which the Customer can demonstrate was legally in its possession prior to disclosure by the <br /> Company. The Company acknowledges that all undertakings by the Customer not to disclose Confidential <br /> Information are subject to the provisions of Florida Public Records Act, Chapter 119, Florida Statutes , as may be <br /> amended. <br /> 1 . 5 Customer means Indian River County, a political subdivision of the State of Florida. <br /> 1 . 6 Delayed Payment Rate means a rate of interest equal to one percent ( 1 %) per month, which <br /> applies to unpaid Feasibility Study Price, Implementation Price and other amounts which the Customer may <br /> become obligated to pay to the Company under the terms of this Master Agreement. <br /> 1 . 7 Dispute means any dispute or disagreement that may arise between the Parties with respect to the <br /> interpretation of any provision of this Master Agreement, the performance of either Party under this Master <br /> Agreement, or any other matter that is in dispute between the Parties related to this Master Agreement. <br /> 1 . 8 ECO means an energy conservation opportunity identified by the Company at a specified Service <br /> Location. <br /> 1 . 9 Feasibility Study means the Services performed by the Company, including the preparation of a <br /> Feasibility Report, for the purpose of assisting the Customer in determining whether to proceed with Implementation <br /> Services for the installation and construction of particular ECO ' s at specified Service Locations . <br /> 1 . 10 Feasibility Study Price means the compensation to be paid by the Customer to the Company for <br /> conducting a Feasibility Study and issuing a Feasibility Report. <br /> 1 . 11 Feasibility Study Proposal means a written proposal within a Feasibility Study Authorization <br /> Form as described in Article 3 , prepared by the Company in consultation with the Customer specifying the particular <br /> Services to be performed by the Company in conducting a Feasibility Study and preparing a Feasibility Report with <br /> respect to ECO ' s identified at specified Service Locations . <br /> 1 . 12 Feasibility Report means the written report which is issued by the Company to the Customer to <br /> summarize the Company ' s findings based upon a Feasibility Study of particular ECO ' s at specified Service <br /> Locations . <br /> 1 . 13 Final Acceptance Date means the date on which any Punch List items for an ECO( s) is determined <br /> by the Company and Customer as completed and stated as the effective date in the Notice of Final Acceptance . <br /> 1 . 14 Force Majeure Event means an event, including but not limited to, acts of God, fire, flood, <br /> windstorm, war, terrorism, sabotage, revolution, acts of any government or governmental agency, strikes or other <br /> labor difficulty, insurrection, riot, strikes, telecommunications failures, that neither the Company nor the Customer <br /> shall be considered to be in default in the performance of its obligations arising under this Master Agreement, except <br /> obligations to make payments with respect to amounts already accrued, to the extent that performance of any such <br /> obligation is prevented or delayed by any cause, existing or future , which is beyond the reasonable control of, and <br /> not a result of the fault or negligence of, the affected Party. <br /> Page 2 of 20 Rev 08/ 15/08 <br />