Mox Communications 12/13/2021 - Laserfiche WebLink

B. SPECIFIC AGREEMENT PROVISIONS 1. PURPOSE. Reviewer acknowledges that the Confidential Information defined in Section A above contains information regarding the City's critical infrastructure that for public safety and security reasons are not ordinarily disclosed by the City and is exempt from public disclosure. See, e.g., RCW 42.56.420(1). Reviewer acknowledges that the City's disclosure of the Confidential Information for the Project to the Reviewer is in reliance on this Agreement. 2. CONFIDENTIALITY. Reviewer will hold all Confidential Information in confidence and will not copy, use or disclose the Confidential Information other than as set forth in this Agreement. Reviewer will use the Confidential Information only for the Project. Reviewer will take all reasonable efforts to protect the confidentiality of and prevent the unauthorized use of any Confidential Information by any third party. Reviewer may disclose Confidential Information (i) to Reviewer's employees, (ii) contractors required to have access to the Confidential Information for the purposes of performing the Project, provided that such parties have entered into a non-disclosure agreement offering similar protection as this Agreement; or (iii) if such disclosure is in response to a valid order of any court or other governmental body, in which event, the Reviewer will use reasonable efforts to provide the City with prior notice of such required disclosure. 3. RETURN OF CONFIDENTIAL INFORMATION. At the earlier of either the End Date or the completion of the Project, Reviewer shall either destroy the Confidential Information received from the City or return such Confidential Information to the City, upon Receiver's receipt of written direction from the City designating its desired action to satisfy Receiver's obligation herein. 4. REMEDIES. Recognizing that any improper use or disclosure of any Confidential Information by the Reviewer may cause irreparable damage for which other remedies may be inadequate, the City will have, in addition to all other rights at law or equity, the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate to prevent any unauthorized use or disclosure of such Confidential Information. 5. MISCELLANEOUS (a) Entire Agreement; Amendment. This Agreement represents the entire agreement between the parties relating to the Confidential Information and supersedes all other agreements and representations made prior hereto. No amendment hereof shall be binding on either party unless and until approved in writing by both parties,with the Mayor signing on behalf of the City and a representative of Reviewer signing on behalf of Reviewer. (b) Choice of Law and Venue. This Agreement shall be administered and interpreted under the laws of the State of Washington. Exclusive venue for litigation arising from or relating to this Agreement shall be in Snohomish County, Washington. 1