Reso 2011-1709 - Laserfiche WebLink

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whatsoever except to the extent necessary as contemplated by th is Agreement. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with such purpose and then only if such Representative is either subject to a written confidentiality agreement that would cover the contidential treatment of the Confidential Information or otherwise subject to fiduciary obligations of confidentialitythat would cover the confidential treatment of the Confidential Information. 6.3 Termination of Confidentialitv Obligations. The obligations of this Section 6 shall tenninate with respect to any particular portion of the Confidential Information when receiving party can prove by appropriate documentation that sLlch Confidential Information (a) was previously known to the receiving par1y as shown by the receiving party's files at the time of disclosure thereof. (b) was already in the public domain at the time of the disclosure thereof. or (c) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof. 7. LIMITATION OF LIABILITY. 7.] Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Granicus warrants that the software will perform as specified in this Agreement. Granicus also warrants that it possesses the necessary intellectual rights to license to license to the City the licensed software provided hereunder. For any claim relating to the non- conformance or imperfection of any licensed software provided under this Agreement, Granicus shall promptly correct the dcfect(s) within a reasonable time, i.e. no later thirty (30) days. so that it conforms to the warranty set forth in this Agreement; or if Granicus is unable to correct the non- conformity, then the City may recover its actual or compensatory damages up to the total fees paid by City to Granicus. If Granicus fails to provide the software as warranted in accordance with the terms of this Agreement, the City may at its option terminate this Agreement with thirty (30) days written notice as follows: (i) the termination notice shall provide a detailed description of any warranty defects claimed; (ii) Granicus shall have thirty (30) clays frol11 receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement: (iii) at the end of thirty (30) days, unless the tennination has been revoked in writing by the City, the Agreement terminates and the City shall be entitled to actual or compensatory damages up to the amounts paid by City to Granicus. 8, TERM AND TERMINATION. 8.1 Term. The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for one (I) year after the date hereof. This Agreement may be renewed at the option of the City for additional one ( I) year periods. provided that neither party notifies the other in writing at least thirty (30) days prior to the optional renewal period that it does not wish to renew this Agreemcnt." 8.2 Termination. This Agreement may be terminated, in whole or in pal1, pursuant to the following terms and conditions: (a) by Illutual written consent of the parties hereto: 5 Version 3.9.8