RFI Enterprises, Inc. 6/20/2023 - Laserfiche WebLink

Managed Services Addendum – City of Everett ADDENDUM TO MANAGED SERVICES SUBSCRIPTION AGREEMENT AGREEMENT BETWEEN City of Everett AND RFI Communications and Security Systems FOR This amendment modifies the Security Installation, Service and Preventative Services Agreement (“Agreement”) which commences as of April 1, 2023 between City of Everett (“Subscriber”) and RFI Communications and Security Systems (“RFI”) as set forth below. Except as modified herein, the Agreement is in full force and effect as originally written. 3.Certain Defined Terms “Confidential Information” means non-public information that either party designates as being confidential or which, under the circumstances surrounding disclosure, reasonably ought to be treated as confidential, including without limitation the terms of this Agreement, a party’s finances, know-how, trade secrets, technology, all confidential commercial, financial, marketing, business and technical information and data (including without limitation SDI), employee lists and business pricing, and any Personal Information 4.Data Security and Confidentiality d.Notwithstanding any other provision of this Agreement, RFI acknowledges and agrees that (i) the Subscriber is subject to the Washington Public Records Act, Chapter 42.56 RCW, (ii) in no event will this Agreement require the Subscriber to keep confidential what the Public Records Act would require the Subscriber to disclose to the public or to a person making a disclosure request under the Public Records Act, and (iii) the Subscriber has no obligation hereunder to advocate for confidentiality of any record in any forum. e.Notwithstanding any other provision of this Agreement, RFI acknowledges and agrees that this Agreement and all contracts between Subscriber and RFI, work orders, statements of work, and invoices are not Confidential Information and Subscriber has no confidentiality obligations whatsoever regarding those items. 6.Termination c. Upon termination or expiration of this Agreement or the Subscription Period, (i) Subscriber shall remain fully liable for any unpaid charges incurred prior to such expiration or termination; (ii) Subscriber shall immediately cease all use of, and access to, the Service and delete (to the extent reasonably possible and commercially practicable under the circumstances and subject to all applicable public retention laws) all copies of diagnostic software and auto-update links and any related documentation and any other RFI Confidential Information in its possession. RFI shall have no obligation to retain any Subscriber Confidential Information or hosted content, if applicable, beyond 60 days after termination. These Subscription Terms shall survive termination of the Agreement. 12.Interpretation and Enforcement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. No person who is not a party to this Agreement has any right to enforce any rights or remedies hereunder, provided, that this Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns. No portion of this Agreement may be assigned or transferred (directly, by operation of law or otherwise) by a party without the other’s prior written consent, provided that no prior written consent shall be required in the case of assignment in connection with acquisition of substantially all of the assets and business of a party and assumption of its obligations