Snohomish County PUD 4/19/2021 - Laserfiche WebLink

• • pursuant to the requirements of a regulatory or governmental Each party acknowledges that disclosure or use of Confidential agency, subpoena,court order, discovery,request pursuant to the Information in violation of this agreement could cause irreparable Washington State Public Records Act(Chapter 42.56 RCW), or harm to the Disclosing Party for which monetary damages may be other operation of law, the Receiving Party will not release the difficult to ascertain or be an inadequate remedy.Therefore,each requested Confidential Information sooner than ten days(or such party will have the right, in addition to its other rights and shorter amount of days as the law will allow,if the law does not remedies,to seek and obtain injunctive relief for any violation of allow for ten days)after giving the Disclosing Party written notice this agreement. (including by electronic mail) to allow the Disclosing Party to obtain an order preventing its release. The Receiving Party will 10. Representations and Warranties cooperate in good faith in any such effort or pursuit.In the event The Disclosing Party warrants that it has the right to disclose the no such protective order is obtained within the aforementioned Confidential Information to the Receiving Party. EXCEPT FOR period,the Receiving Party is permitted to comply with the request THE FOREGOING, ALL CONFIDENTIAL INFORMATION for disclosure without liability under this agreement. DISCLOSED PURSUANT TO THIS AGREEMENT IS 6. Exceptions to Confidentiality Obligations PROVIDED ON AN "AS IS" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANIIES, EXPRESS, The Receiving Party's obligations under this agreement do not IMPLIED, OR OTHERWISE. THE RECEIVING PARTY extend to: SHALL USE AND RELY UPON THE DISCLOSING PARTY'S a. Information which, at the time of disclosure, is in the CONFIDENTIAL INFORMATION AT THEIR SOLE RISK public domain; AND EXPENSE. b. Information which shall become part of the public domain after disclosure other than as a consequence of a 11. Ownership of Confidential Information breach of this agreement; All Confidential Information will remain the exclusive property of c. Information which is obtained from a third person who, the Disclosing Party, and no license or conveyance of any right insofar as is known to the Receiving Party, is not prohibited under any copyright,patent,or other intellectual property right of from transmitting the information; the Disclosing Party is granted to the Receiving Party under this d. Information which was already known by the Receiving agreement,other than the limited right to review the Confidential Party prior to its disclosure;or Information as provided above. e. Information that is disclosed by the Receiving Party with the Disclosing Party's prior written approval. 12. Entire agreement To the extent a portion of the disclosed information is already in This agreement constitutes the entire understanding between the the public domain, such information shall not be deemed parties and supersedes and cancels any and all prior or confidential merely by its reference or inclusion in the information contemporaneous negotiations, understandings, and agreements, disclosed pursuant to this agreement. whether oral or written, between the parties, with respect to the subject matter hereof. 7. Term 13. Amendments The term of this agreement shall commence on the Effective Date This agreement may not be amended or modified, and no and shall remain in effect until all of the Confidential Information, obligation may be waived, except by a writing expressly provided by the Disclosing Party to Receiving Party under this referencing this agreement and signed by authorized Agreement is either(i)no longer classified by the Disclosing Party representatives of all parties. as Confidential Information, (ii)returned to the Disclosing Party by Receiving Party,or(iii)destroyed by Receiving Party. 14. No Waiver 8. Notice of Breach The invalidity or unenforceability of any provision or provisions of this agreement shall not affect the validity or enforceability of The Receiving Party shall notify the Disclosing Party immediately any other provision hereof, which shall remain in full force and upon discovery of any unauthorized use or disclosure of effect.No failure by either party to exercise any right arising from Confidential Information by the Receiving Party or its a default by the other party shall impair that right or constitute a Representatives,whether such disclosure occurs through action or waiver of it. No waiver by either party of any covenant to be inaction,and shall assist the Disclosing Party to regain possession performed by the other shall constitute a waiver of any later breach of Confidential Information and prevent its further unauthorized or covenant. use.The Receiving Party shall cooperate in prosecuting any claims against third parties for unauthorized use and shall bear all costs 15. Assignment associated with pursuing those claims. The Disclosing Party, in Neither party may directly or indirectly assign or transfer its rights addition to any money damages, shall be entitled to obtain an under this agreement without the prior written consent of the other injunction prohibiting the further breach of this agreement without party,which consent shall not be unreasonably withheld. the necessity of posting or filing a bond or other security,even if 16. Governing Law otherwise required. This agreement shall be governed by,and construed in accordance 9. Injunctive Relief with, the laws of the state of Washington, without regard to Confidentiality and Non-Disclosure agreement 2