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