Reso 2011-1709 - Laserfiche WebLink

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(c) Each paliy grants to the other a non-exclusive, non-transferable (other than as provided in Section 6,1 hereof), limited license to use the other paliy's Trademarks as is reasonably necessary to perform its obligations Linder this Agreement. provided that any promotional materials containing the other party's trademarks shall be subject to the prior written approval of such other pariy. which approval shall not be unreasonably withheld, (d) Neither party shall Lise the other party's Trademarks in a manner that disparages the other party or its products or services. or portrays the other party or its products or services in a false. competitively adverse or poor light. Each party shall comply with the other pa1iY's requests as to the use of the other paliy's Trademarks and shall avoid any action that diminishes the value of such Trademarks. 4.3 Security of Data. Granicus. Inc. will take commercially reasonable efforis to protect and control access to Client Content. However, Granicus, Inc, makes no guarantee and assumes no liability for the security of any of Client Content or other data provided to Granicus. Inc., including any of Client Content or data placed on any servers including "secure servers," Client will be responsible for the creation and protection of username and password. In no event shall Granicus, Inc. be liable for any direct, indirect or other damages arising out of any breach of security or otherwise. 5. MANAGED SERVICES FEES 5.1 Payment of Maintenance Fees (a) Section 1.3. Client agrees to pay Granicus the Managed Services Fees as outlined 111 5.2 Cancellation of Mana~ed Service Plan (a) Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Media Management Software license as described in Section 2.1. 6. CONFIDENTIAL INFORMATION & OWNERSHIP. 6.1 Disclosure, Except to the extent necessary as contemplated by this Agreement. each paJiy agrees not to disclose any Confidential Information to any person and agrees to Lise its best efforts to prevent inadvelient disclosure of any Confidential Information to any person. Without limiting the generality of the preceding sentence, each pariy agrees to treat the Confidential Information of the other pariy with at least the degree of care that slIch pari)' treats similar infollllation of its own. Each party may disclose such Confidential Information to a co1ll1 or other governmental authority to the extent that SLlch disclosure is required by governmental order or by law: provided that the receiving party shall (i) notil)' the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure. specifying in detail the reasons why such disclosure is required, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Infollnation to be treated by such governmental authority as trade secrets and as confidential, and (iii) use its commercially reasonable efforis at its expense to obtain such other protective orders and protections with respect thereto as the disclosing party may reasonably request. 6.2 Use. Each party agrees not to use any Confidential Information for any pLlrpose 4 Version 3.9.8