|
<br />-P
<br />
<br />p~RKeon
<br />..9-:
<br />~.........~
<br />
<br />7.6 Parkeon may also tenninate the Agreement with immediate effect by serving written notice if due and payable amounts are not paid within sixty (60)
<br />Business days of the due date.
<br />
<br />8. CONFIDENTIALITY
<br />
<br />8.1 Confidential infonnation is defined herein as including any and all proprietary and/or intellectual property infonnation, material, know-how or data relating
<br />to the parking meter system, whether written, graphic, verbal or in electronic readable or any other form, furnished directly or indirectly to the City by
<br />Parkeon or any of its associates, employees or agents.
<br />
<br />8.2 All information disclosed under this Agreement by the Customer remains the property of the Customer and shall be treated as confidential, except as other
<br />provided by the Florida public records law.
<br />
<br />8.3 PARKEON undertakes to take all necessary security measures to prevent and avoid such infonnation being published or disclosed. All such infonnation
<br />shall not be disclosed to any third party without the written consent of the Customer and shall be disclosed by P ARKEON within its own organisation on a
<br />need to know basis.
<br />
<br />8.4 P ARKEON undertakes to restrict its use of such infonnation to the purpose of this Agreement and shall ensure that all persons to whom such infonnation is
<br />made available are aware of its confidential nature and comply with the terms and conditions of this article.
<br />
<br />8.5 Upon tennination of this Agreement, P ARKEON shall securely dispose of all infonnation received and shall make no further use of it. The tennination shall
<br />not serve to release P ARKEON from its obligations regarding confidentiality that shall remain in force for a period of five (5) years after the date of
<br />tennination.
<br />
<br />9. INTELLECTUAL PROPERTY
<br />
<br />9.1 The Customer agrees that alllntellectual Property Rights, confidential kllow-how, tools, methods, skills, trade secrets, graphics, logos and trade names used
<br />by PARKEON in perfonning its obligations under this Contract ("lntellectual Property Rights") are, and will remain, the property of PARKEON (or the
<br />third party who has granted PARKEON the right to use them) and nothing in this Contract or PARKEON's performance of it will be deemed to transfer to
<br />the Customer any such lntellectual Property Rights of PARKE ON or any third party,
<br />
<br />9.2 P ARKEON shall defend or, at its option, settle any claim or action brought against the Customer alleging that the use of the Services as provided under the
<br />Contract and as used within the scope of the Services granted to the Customer, infringes the lntellectual Property Rights of a third party, provided that (i) this
<br />infringement claim is not attributable (a) to a use other than in accordance with the Contract of whether the use is in combination with any service(s) not
<br />furnished by P ARKEON, or (b) to the use of a non-current release of the Software and that (ii) the Customer gives reasonable notice and cooperation to
<br />PARKEON in connection with the defence of such claim, makes no admission or settlement in respect of such claim and that PARKEON directs and
<br />controls such defence.
<br />
<br />10. LIABILITY AND WARRANTY
<br />
<br />10,1 This clause sets out the entire legal and financial liability of P ARKEON (including any liability for the acts or omissions of its employees, agents,
<br />consultants and subcontractors) to the Customer in respect of any claims relating to (i) any breach of this Agreement (ii) any use made by the Customer of
<br />the Services or (ii) any representation, statement or tortuous act or omission (including negligence) of P ARKEON arising under or in connection with this
<br />Contract.
<br />
<br />10.2 Notwithstanding any other provision of this Agreement or rule of law or statutory provision, in no event PARKEON shall be liable to the Customer whether
<br />in tort, contract, innocent misrepresentation or in any other legal theory, for (i) any special, indirect, incidental or consequential loss, costs, damages, charges
<br />or expenses; or (ii) loss of profits, or (iii) loss of business, contracts, business opportunities; or (iv) loss of income, anticipated savings; or (v)damage to
<br />reputation or (vi) loss of anticipated savings or (vii) loss or corruption of data or infonnation; or (viii) any degradation which occurs in relation to the
<br />network or associated software or hardware of the Customer as a result of the perfonnance of the Services.
<br />
<br />10.3 PARKEON shall not be liable for any failure arising from the Telecommunication Network or any product or service supplied by a third party, PARKEON
<br />does not warrant that the Telecommunication Network will be fault free or free of interruptions,
<br />
<br />10.4 Data is saved in accordance with current data protection and back up standards, However, complete security cannot be guaranteed. In the event of data loss
<br />or data errors, P ARKEON shall not be held liable unless this was the result of gross negligence.
<br />
<br />10.5 As far as allowed by law, PARKEON will not be held liable for any direct, indirect and/or consequential damages, consecutive or not, resulting to the
<br />Customer from attempted fraud, trespass, misappropriation, malfunction of a third party system, acts or omissions of a third party, infiltration or disruption
<br />of P ARKEON services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or
<br />any software programs or technology designed to disrupt or delay the Parkeon's services or other catastrophes or any other occurrences which are beyond
<br />such Parties' reasonable control.
<br />
<br />10.6 PARKEON's maximum aggregate liability in contract, for damages arising out of or relating to this Agreement, is limited to amount equivalent to the sum of
<br />PARKEON fees paid by the city under this agreement.
<br />
<br />10.7 PARKEON makes no warranty express or implied that all security threats and breaches and vulnerabilities will be detected, PARKEON may be required to
<br />reduce or suspend Services for a limited period to enable technical or maintenance operations to be improved, upgraded or conducted or to avoid an
<br />imminent threat of material harm to P ARKEON or to anyone else and it will use best effort to minimize any inconvenience to the Customer caused by such
<br />reduction or suspension of Services,
<br />
<br />10,8 Subject to the limitations set forth in Section 768.28, Florida Statutes, nothing in this Agreement excludes the liability of one party (i) for death, personal
<br />injury or property damage caused by negligence; or (ii) for fraud or fraudulent misrepresentation.
<br />
<br />10.9 Parkeon shall indemnifY, hold harmless, and defend at their sole cost and expense, the City including its officers, employees and agents, from and against
<br />any and all claims for damages, costs, third party claims, judgments and expenses to persons or property that may arise out of, or be occasioned by, and
<br />negligent, reckless or intentional act or omission of Parkeon, or any negligent, reckless or intentional act or omission of Parkeon's officers, employees or
<br />agents, and Parkeon shall indemnifY the City against any such claims and any judgments that may be entered in connection therewith, including court costs
<br />and attorney's fees. .
<br />
<br />2011 7 11 Services A reement Final.doc
<br />
<br />Paraphs:
<br />
|