Cayenta 11/6/2019 - Laserfiche WebLink

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE ORGANIZATION, ITS AFFILIATES,AND EACH OF THEIR RESPECTIVE, OFFICERS,EMPLOYEES AND S ENTIRE LIABILITY AND HARRIS'S EXCLUSIVE REMEDY IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT,INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT THAT IS EQUAL TO THE FEES PAID TO HARRIS BY THE ORGANIZATION UNDER THIS AGREEMENT IN NO EVENT SHALL ORGANIZATION OR HARRIS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS,EMPLOYEES AND SHAREHOLDERS,BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,EXEMPLARY,PUNITIVE,OR SPECIAL DAMAGES WHATSOEVER,INCLUDING BUT NOT LIMITED TO FOR LOST REVENUE OR LOSS OF PROFITS,LOSS OF BUSINESS,LOSS OF DATA,FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,EVEN IF IT HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7. Confidential Information a) Definition. The parties acknowledge that it may receive Confidential Information from the other party or otherwise in connection with this Agreement. "Confidential Information" means all information or material that either party treats as confidential and any information relating to third parties that a party has an obligation to treat as confidential,which is disclosed by or obtained by a party in connection with this Agreement,whether such information is in oral,written,graphic or electronic form,which: is(A) marked "Confidential," "Restricted, or"Proprietary Information" or other similar marking, (B)known by the parties to be considered confidential or proprietary, or(C)which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances, Confidential Information does not include information to the extent that such information: (i)is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii)was previously known to the receiving party as evidenced by its written records; (iii)is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; or(iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction. b) Confidentiality Obligations. Each of the parties agree: i. to maintain the Confidential Information of the other party in confidence and to take all reasonable steps,which shall be no less than those steps it takes to protect its own confidential and proprietary information,to protect the Confidential Information of the other party from unauthorized use,disclosure, copying or publication; ii. not to use the Confidential Information of the other party other than in the course of exercising its rights or performing its obligations under this Agreement; iii. not to disclose or release such Confidential Information except to the extent required by applicable law or during the course of or in connection with any litigation,arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall first give reasonable notice to the disclosing party prior to such disclosure so that the disclosing party may obtain a protective order or PSA between Cayenta and City of Everett 4 08/08/2018