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Julota°
<br />Julota® SaaS Agreement
<br />arrange for timely payment, Julota may terminate this SaaS
<br />Agreement and each SOW at the end of the last fully paid
<br />period for Services.
<br />10.4 Immediate Termination. Julota may immediately
<br />suspend or terminate this SaaS Agreement or the applicable
<br />SOW, in its sole and absolute discretion, if Customer violates
<br />Section 7.2 of this SaaS Agreement or violates or
<br />misappropriates Julota's intellectual property rights related to
<br />the Services.
<br />10.5 Effect of Termination. Termination of this SaaS
<br />Agreement will terminate all SOWs. Termination of an
<br />individual SOW will only terminate that SOW and will not result
<br />in the termination of this SaaS Agreement, unless the SOW
<br />provides otherwise. Julota shall not be liable to Customer or
<br />any third party for suspension or termination of Customer's
<br />access to, or right to use, the Services under this SaaS
<br />Agreement. If Customer terminates this SaaS Agreement or
<br />an SOW pursuant to Section 10.1 or if Julota terminates this
<br />SaaS Agreement or an SOW without cause, Customer will be
<br />obligated to pay the balance due for the Services up to the
<br />date of termination. If Julota terminates this SaaS Agreement
<br />or an SOW pursuant to Section 10.1 or if Customer terminates
<br />this SaaS Agreement or SOW without cause, Customer shall
<br />pay any unpaid fees through the date of termination and shall
<br />pay any unpaid fees covering the remainder of the term of all
<br />SOWs, if the SaaS Agreement is terminated, or the applicable
<br />SOW, if only the SOW is terminated. Upon the effective date
<br />of termination of this SaaS Agreement for any reason,
<br />Customer's access to the Services will terminate and
<br />Customer shall cease accessing and using the Services
<br />immediately and Julota shall cease use immediately of any
<br />Marks Sections 3.2 4, 5, 6, 8 through 16 and 18 of this SaaS
<br />Agreement shall survive termination for any reason.
<br />10.6 If Julota terminates this SaaS Agreement or any SOW
<br />pursuant to (i) Section 10 based upon any act or omission of
<br />Snohomish County, which if curable under Section 10, is not
<br />timely cured, or (ii) a breach of the Agreement by Snohomish
<br />County, Julota may, in its sole discretion, terminate the SaaS
<br />Agreement and/or the applicable SOW, and pursue its
<br />financial remedies against Snohomish County Customer
<br />waives all claims and rights against Julota and its members,
<br />shareholders, directors, officers, employees, service
<br />providers subcontractors, agents, assigns, and successors in
<br />interest related to the termination of the SaaS Agreement
<br />and/or any SOW that is terminated pursuant to this Section 10
<br />11. CONFIDENTIALITY.
<br />11.1 Obligations. Each of the Parties agrees to maintain
<br />in confidence any proprietary or non-public information of the
<br />other party, whether written or otherwise, disclosed by the
<br />other party in the course of performance of this SaaS
<br />Agreement that a party knows or reasonably should know is
<br />considered confidential by the disclosing party ("Confidential
<br />Information"). Confidential Information also includes: (i) trade
<br />secrets and proprietary information (including that of any
<br />client, supplier or licensor); (ii) customer lists, client lists,
<br />business plans, information security plans, business continuity
<br />plans, requests for proposals or requests for information and
<br />responses to such requests that the Parties may change after
<br />the Effective Date, and proprietary software programs; and (iii)
<br />any other information received from or on behalf of a
<br />disclosing party that is marked confidential or that the recipient
<br />of the information could reasonably be expected to know is
<br />confidential. The receiving party shall not disclose, use,
<br />transmit, inform or make available to any entity, person or
<br />body any of the Confidential Information, except as a
<br />necessary part of performing its obligations hereunder, and
<br />shall take all such actions as are reasonably necessary and
<br />appropriate to preserve and protect the Confidential
<br />Information and the Parties' respective rights therein, at all
<br />times exercising at least a reasonable level of care. Each
<br />party agrees to restrict access to the Confidential Information
<br />of the other party to those employees or agents who require
<br />access in order to perform their obligations under this SaaS
<br />Agreement and who agreed to be bound by these obligations
<br />of confidentiality and non -disclosure. Except as otherwise
<br />expressly provided in this SaaS Agreement, upon termination
<br />of this SaaS Agreement for any reason, and at the request of
<br />the disclosing party, the receiving party shall promptly return
<br />or destroy (at the disclosing party's option), all copies of the
<br />other party s Confidential Information. Notwithstanding the
<br />foregoing each party may maintain archival copies of
<br />Confidential Information for the applicable statutory periods or
<br />to comply with any Washington State retention requirements.
<br />11.2 Exclusions. Confidential Information shall not include
<br />any information that is (i) already known to the receiving party
<br />at the time of the disclosure; (ii) publicly known at the time of
<br />the disclosure or becomes publicly known through no wrongful
<br />act or failure of the receiving party; (iii) subsequently disclosed
<br />to the receiving party on a non -confidential basis by a third
<br />party not having a confidential relationship with the other party
<br />hereto that rightfully acquired such information; (iv)
<br />communicated to a third party by the receiving party with the
<br />express written consent of the other party hereto; or (v)
<br />requests for information pursuant to the Freedom of
<br />Information Act, or any open -records or public disclosure laws
<br />provided the party receiving the records request determines
<br />that an exemption to said disclosure or other law superseding
<br />the requirement for disclosure does not apply A disclosure of
<br />Confidential Information that is legally compelled to be
<br />disclosed pursuant to a subpoena, summons, order or other
<br />judicial or governmental process, including pursuant to public
<br />records laws, shall not be considered a breach of this SaaS
<br />Agreement; provided the receiving party provides prompt
<br />notice of any such subpoena, order, or the like to the other
<br />party so that such party will have the opportunity to obtain a
<br />protective order or otherwise oppose the disclosure.
<br />12. WARRANTY.
<br />12.1 Disclaimer of Warranties EXCEPT AS EXPRESSLY
<br />PROVIDED IN THIS AGREEMENT, THE SERVICES ARE
<br />PROVIDED 'AS IS " AND, TO THE MAXIMUM EXTENT
<br />PERMITTED UNDER APPLICABLE LAW, JULOTA MAKES
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