|
<br />
<br />
<br />business. No rights or licenses are granted except as expressly set
<br />forth herein.
<br />3.7 Feedback and Development of General Knowledge.
<br />From time to time, City may provide feedback, input, information,
<br />communications or materials to Govstream commenting on or
<br />suggesting, requesting or recommending changes to the Software
<br />or the Services, including new or updated features or functionality
<br />relating thereto (collectively, “Feedback”). City may provide
<br />Feedback regarding City’s (or its Designated User’s) access to or
<br />use of the Software or Services. Govstream may (but will not be
<br />required to) use, without any attribution or compensation to City,
<br />any ideas, know-how, concepts, techniques, or other intellectual
<br />property rights contained in the Feedback for any purpose
<br />whatsoever. City will ensure that all authors of the Feedback have
<br />waived all moral rights that they may have therein for the benefit
<br />of Govstream and its successors, assigns and licensees. Govstream
<br />has and may in the course of performing the Services develop,
<br />certain general knowledge, experience and know -how (including
<br />processes, ideas, concepts and techniques) pertaining to the
<br />Services and will not be prohibited or enjoined from using any
<br />such knowledge, experience and know-how for any purpose.
<br />
<br />3.8 Data Protection. Govstream shall maintain and handle all
<br />of City’s Data with commercially reasonable physical, electronic,
<br />and procedural safeguards, set forth in Exhibit E (“Information
<br />Security Requirements”), to protect and preserve the
<br />confidentiality and security of City’s data (including personal
<br />information) in accordance with applicable data protection
<br />legislative requirements and as further described in Govstream’s
<br />policies which should reflect the highest industry standards for
<br />privacy and security, which applicable policies are incorporated
<br />herein by reference.
<br />
<br />3.9 Washington and Everett Transparency Rules. Regardless
<br />of anything to contrary in this Agreement:
<br />(i) this Agreement does not require the City to
<br />keep confidential or otherwise refrain from disclosing anything
<br />that is determined by the Office of the City Clerk or by the Office
<br />of the City Attorney to be subject to disclosure under the
<br />Washington Public Records Act, chapter 42.56 RCW. This
<br />Agreement does not require the City to give notice(s) to
<br />Govstream regarding such disclosure(s) or require the City to
<br />advocate in any forum that any record is confidential or that any
<br />record is not subject to disclosure under the Washington Public
<br />Records Act, chapter 42.56 RCW.
<br />(ii) this Agreement does not require the City to
<br />destroy or return anything that is subject to retention requirements
<br />established by the Washington Secretary of State or established by
<br />applicable law.
<br />(iii) this Agreement does not require the City to have
<br />any City employee sign any agreement regarding confidentiality.
<br />(iv) Govstream acknowledges that this Agreement,
<br />including any Order Forms, amendments, and pricing schedules,
<br />may be disclosed by City in response to a request under the
<br />Washington Public Records Act, chapter 42.56 RCW and this
<br />disclosure may occur without notice to Govstream. City agrees to
<br />provide Govstream with reasonable advance written notice prior
<br />to posting this Agreement or any pricing terms t o City’s public
<br />website.
<br />4. REPRESENTATIONS, WARRANTIES AND
<br />COVENANTS
<br />
<br />4.1 Mutual Representations, Warranties and Covenants.
<br />Each party represents, warrants and covenants to the other party
<br />the following:
<br />
<br />(i) it is duly organized, validly existing and in good
<br />standing as a corporation or other entity under the laws of the
<br />jurisdiction of its incorporation or other organization;
<br />
<br />(ii) it has the full right, power and authority to enter
<br />into and perform its obligations and grant the rights, licenses,
<br />consents and authorizations it grants or is required to grant under
<br />this Agreement;
<br />
<br />(iii) the execution of this Agreement by its
<br />representative whose signature is set forth at the end of this
<br />Agreement has been duly authorized by all necessary corporate or
<br />organizational action of such party;
<br />
<br />(iv) when executed and delivered by both parties,
<br />this Agreement will constitute the legal, valid and binding
<br />obligation of such party, enforceable against such party in
<br />accordance with its terms, except as may be limited by principles
<br />of bankruptcy, insolvency, reorganization, moratorium or other
<br />similar laws affecting the enforcement of creditors’ rights
<br />generally;
<br />
<br />(v) the execution and delivery of this Agreement
<br />does not, and the performance of and compliance with this
<br />Agreement will not (i) conflict with any existing obligations or
<br />contracts to which such party is bound; (ii) breach any agreement
<br />to which such party is a party; (iii) violate any law, judgment or
<br />order to which such party is subject; or (iv) require the consent,
<br />permit, authorization or approval of any person or entity, including
<br />but not limited to any governmental or regulatory body.
<br />
<br />(vi) it is not subject to any material claim, litigation,
<br />proceeding, arbitration, investigation or controversy pending to
<br />which it is a party that would adversely affect its ability to perform
<br />its obligations under this Agreement; and
<br />
<br />(vii) it has and will continue to comply with all
<br />applicable statute, rule, regulation, order or restrictions of any
<br />domestic or foreign government or any instrumentality or agency
<br />thereof to which it is subject or with respect to the conduct of its
<br />business, including any applicable laws relating to data privacy,
<br />securities, environmental, anti-bribery, anti-corruption, money
|