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1 <br /> 01 <br /> CONCENTRIC <br /> 1N , E: GRA710N <br /> as necessary or desirable to perform the Services. This license commences upon Customer's first delivery of Customer <br /> Materials to Consultant and is irrevocable and perpetual. <br /> 10. Confidentiality. <br /> 10.1 Confidential Information. In connection with this Agreement, each party (as the "Disclosing Party") may <br /> disclose or make available Confidential Information to the other party(as the "Receiving Party"). Subject to Section 10.2, <br /> "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other)that the <br /> Disclosing Party considers confidential or proprietary,including information consisting of or relating to the Disclosing Party's <br /> technology,trade secrets, know-how, business operations, plans,strategies,customers,and pricing,and information with <br /> respect to which the Disclosing Party has contractual or other confidentiality obligations,whether or not marked,designated <br /> or otherwise identified as "confidential". Without limiting the foregoing, the Consultant Materials are the Confidential <br /> Information of Consultant. <br /> 10.2 Exclusions. Confidential Information does not include information that: (a) was rightfully known to the <br /> Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the <br /> Receiving Party in connection with this Agreement; (b)was or becomes generally known by the public other than by the <br /> Receiving Party's or any of its Representatives'noncompliance with this Agreement;(c)was or is received by the Receiving <br /> Party on a non-confidential basis from a third party that was not or is not,at the time of such receipt,under any obligation <br /> to maintain its confidentiality;or(d)the Receiving Party can demonstrate by written or other documentary records was or is <br /> independently developed by the Receiving Party without reference to or use of any Confidential Information. <br /> 10,3 Protection of Confidential Information.As a condition to being provided with any disclosure of or access to <br /> Confidential Information,the Receiving Party shall: <br /> (a) not access or use Confidential Information other than as necessary to exercise its rights or perforin its <br /> obligations under and in accordance with this Agreement; <br /> (b) except as may be permitted by and subject to its compliance with Section 10.4,not disclose or permit access <br /> to Confidential Information other than to its Representatives who:(i) need to know such Confidential Information for <br /> purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with <br /> this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving <br /> Party's obligations under this Section 10.3;and(iii)are bound by written confidentiality and restricted use obligations <br /> at least as protective of the Confidential Information as set forth in this Section 10.3. <br /> (c) safeguard the Confidential Information from unauthorized use,access or disclosure using at least the degree <br /> of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care;and <br /> (d) ensure its Representatives' compliance, and be responsible and liable for any of its Representatives' <br /> noncompliance,with this Section 10. <br /> 10.4 Compelled Disclosures.If the Receiving Party or any of its Representatives is compelled by applicable Law to <br /> disclose any Confidential Information then,to the extent permitted by applicable Law,the Receiving Party shall:(a)promptly, <br /> and prior to such disclosure,notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek <br /> a protective order or other remedy, or waive its rights under Section 10.3; and (b) provide reasonable assistance to the <br /> Disclosing Party in opposingsuch disclosure or seeking a protective order or other limitations on disclosure.If the Disclosing <br /> Party waives compliance or,after providing the notice and assistance required under this Section 10.4,the Receiving Party <br /> remains required by Law to disclose any Confidential Information,the Receiving Party shall disclose only that portion of the <br /> Confidential Information that the Receiving Party is legally required to disclose. <br /> 1.1. Term and Termination. <br /> 11.1 Term, The term of this Agreement commences as of the Effective Date and, unless terminated earlier <br /> pursuant to any of the Agreement's express provisions, will continue in effect Lentil the parties have performed their <br /> obligations under the Signed Acceptance Document("Term"). <br /> Concentric Integration,LLC I <br /> Page 8 of 0 <br />