TrustLayer, Inc. 1/1/2023 - Laserfiche WebLink

7 5.3.1. Client and Company hereby acknowledge and agree that during the course of this Agreement, both parties may disclose and/or obtain non-public information about the other party that is marked “Confidential” (“Confidential Information”). Regardless of whether so marked, information is only Confidential Information to the extent that such information is not subject to disclosure under the Washington Public Records Act, RCW 42.56 et seq. In addition, the following items are never Confidential Information and may be posted on the Client’s public website without notice to Company: this Agreement, Statements of Work and any amendments thereto and pricing and amounts that the Client pays Company. The recipient of Confidential Information (the “Recipient”) may use the Discloser’s (the “Discloser”) Confidential Information solely to perform Recipient’s obligations or exercise its rights hereunder or as otherwise required under applicable law. Recipient may not knowingly disclose, or permit to be disclosed, Discloser’s Confidential Information to any third party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information solely to Recipient’s employees and/or contractors who have a need to know and who are bound in writing to keep such information confidential pursuant to confidentiality agreements consistent with this Agreement. Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure and will not use less than a reasonable degree of care. The foregoing will not apply to any information that: (i) is in the public domain through no fault of Recipient; (ii) was properly known to Recipient, without restriction, prior to disclosure by Discloser; (iii) was properly, and with authority, disclosed by a third party to Recipient, without restriction; (iv) Recipient independently develops without use of Discloser’s Confidential Information; (v) is expressly permitted to be disclosed pursuant to the terms of this Agreement; (iv) is required to be disclosed pursuant to a judicial or legislative order or proceeding or (v) subject or disclosure under the Washington Public Records Act, RCW 42.56 et seq; provided that Recipient provides to Discloser prior notice of the intended disclosure and an opportunity to respond or object thereto. 5.3.2. Notwithstanding the foregoing, if Client elects to use any Services or component of the Software Platform which disclosure of Client’s Confidential Information to relevant third parties would be necessary or useful in providing such Services or component of the Services, Client acknowledges and agrees that, as a condition of using such Services or component, the Company will be permitted to disclose Client’s Confidential Information to such third parties, and that because such third parties are outside of the Company’s direct control, the Company will not be responsible for such third parties’ acts or omissions. 5.3.3. Recipient shall be permitted to create and maintain one (1) archival copy of the Confidential Information that is created in the normal course of their business pursuant to internal document retention policies aimed at corporate governance and compliance with applicable laws. Any such archival copies shall continue to be governed by the terms of this Agreement. 5.3.4. This Section 5.3 is subject in every respect to Section 5.4 below. 5.4. Washington Public Records Act.