R2020-144 Resolution Authorizing a Memorandum of Understanding Agreement and Associated Sales Order with Baby Talk, Inc. to obtain Internet Access through the City of Decatur Fiber Network

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ARTICLE 11—CONFIDENTIALITY 11.1 Each party, including its agents and subcontractors,to this Agreement may have or gain access to confidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this Agreement. Each party recognizes and acknowledges that the Parties are each subject to the laws of the State of Illinois and the Freedom of Information Act and, as such,will comply with the provisions of the Act as required by law. Customer information, unless clearly marked as confidential and exempt from disclosure under the Illinois Freedom of Information Act,shall be considered public.Any request for documents related to this Agreement shall be provided to the other Party in sufficient time for an objection to disclosure of the requested documents to be made. No confidential data collected, maintained, or used in the course of performance of the Agreement shall be disseminated except as authorized by law, either during the period of the contract or thereafter.The Parties must return any and all confidential data collected, maintained, created or used in the course of the performance of the Agreement, in whatever form it is maintained, promptly at the end of the Agreement,or earlier at the request of either Party,or notify the Party of its destruction. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party's possession prior to its acquisition from the disclosing Party, received in good faith from a third-party not subject to any confidentiality obligation to the disclosing Party, now is or later becomes publicly know through no breach of confidentiality obligation by the receiving Party, or is independently developed by the receiving Party without the use or benefit of the disclosing Party's confidential information. ARTICLE 12—CUSTOMER'S REPRESENTATIONS AND WARRANTIES 12.1 Customer both represents and warrants each of the following: • It has all necessary power and authority to enter this Agreement and to perform all of its obligations hereunder and to manage and control and ensure each individual or entity that Customer authorizes, permits or allows to access to the related services and equipment or facilities also complies with the terms of this Agreement in exercising such individual's access. • This Agreement has been duly and validly authorized, executed and delivered by Customer and constitutes its valid and binding obligation. • In performing its obligations hereunder, Customer will comply with all laws, rules and regulations of all governmental bodies having jurisdiction. Customer acknowledges that it is solely responsible for being aware of, and in compliance with,these applicable laws, rules and regulations, and that the CITY shall not be liable or responsible for Customer's failure to comply. • Customer holds all required regulatory authorizations and permits to perform this Agreement according to its terms. • Customer's obligations under this Agreement do not conflict with any other agreement. ARTICLE 13—CITY REPRESENTATIONS AND WARRANTIES 13.1 The CITY represents and warrants the following: