Reso 2011-1709 - Laserfiche WebLink

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9.7 Notices. All notices and other communications required or pennitted under this Agreement must be in writing and must be hand delivered or sent by registered first-class mail, postage prepaid or by overnight courier service. Such notices or other communications shall be effective upon receipt if hand delivered. and ten (10) business days after mailing (or. for overnight courier, the number indicated in the mailing instructions) if sent in the case of the Client, to the address set forth below and. in the case of Granicus, Inc., to its principal executive offices to the attention of the Chief Executive Officer, or at such other address for a party as may be specified by like notice. 9.8 Mediation and Arbitration. It is the intention of the parties that whenever possible. if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible tt)r a pO/lion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 9.9 Indemnification. Granicus agrees to indemni(y, defend and hold harmless the City, its officials, employees and agents from and against any and all judgments, suits. costs. and expenses resulting frOI11 any alleged infringement of any patent or copyright arising from the I icensing of the software pursuant to th is Agreement. ] O. DEFINITIONS. In addition to the capitalized terms otherwise defined herein, the following additional capitalized terms shall have the meanings set forth below. unless the context clearly otherwise requires: 10.1 "Confidential Information" shall mean all business. technical and other infonnation (including without limitation, all product, services. financial, marketing, engineering, research and development information, product specifications. technical data. data sheets, programs, software, inventions. processes, know-how, chip designs, mask \vorks, designs, drawings and any other documentation), disclosed from time to time by the disclosing palty to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, in all types of disks. diskettes, computer memory or storage or other media, or by drawings or inspection of physical items, and whether or not modified or merged into other materials); provided, however. that the term "Confidential Information" shall not include the Content that is intended to be published on the Website. 10.2 "Content"' shall mean any and all. documents, graphics, video. audio. images, sounds and other content that is streamed or otherwise transm itted or provided by. or on behalf oC the Client to Granicus, Inc. 10.3 "Granicus Solution'" shall mean the product specified III Client's proposal hencefO/th identified as Proposal hereto. 10.4 "Equipment" shall mean the hardware components of the Graniclls Solution, 10.5 "Purchase Date'" shall mean the date on wh ieh Gran icus purchases Equipment 7 Version 3.9.8