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Item 26 - Agreement with Allied Network Solutions, Inc. for Adobe Software and Subscription
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Item 26 - Agreement with Allied Network Solutions, Inc. for Adobe Software and Subscription
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1/27/2025 5:03:20 PM
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City Clerk
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Agenda Packet
Agency
Information Technology
Item #
26
Date
1/21/2025
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13.3 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the other party or the terms <br />of this Agreement, Recipient must give prompt written notice of such requirement before such disclosure and assist the <br />disclosing party to obtain where reasonably available an order protecting the Confidential Information from public disclosure. <br />13.4 Return of Materials. Except for as provided in Section 7.4, upon written request by the disclosing party, Recipientwill <br />destroy or deliver to the disclosing party all of the disclosing party's Confidential Information that Recipient may have in its <br />possession or control. <br />13.5 Ownership. Recipient acknowledges that, as between the parties, all Confidential Information it receives from the <br />disclosing party, including all copies thereof in Recipient's possession or control, in any media, is proprietary to and exclusively <br />owned by the disclosing party. Nothing in this Agreement grants Recipient any right, title or interest in or to any of the disclosing <br />party's Confidential Information. Recipient's incorporation of the disclosing party's Confidential Information into any of its own <br />materials shall not render Confidential Information non -confidential. <br />13.6 Remedies. Recipient acknowledges that any actual or threatened violation of this confidentiality provision may cause <br />irreparable, non -monetary injury to the disclosing party, the extent of which may be difficult to ascertain, and therefore agrees that <br />the disclosing party shall be entitled to seek injunctive relief in addition to all remedies available to the disclosing party at law <br />and/or in equity. Absent written consent of the disclosing party, the burden of proving that the disclosing party's Confidential <br />Information is not, or is no longer, confidential or a trade secret shall be on the Recipient. <br />13.7 Existing Obligations. The obligations in this Section 13 are in addition to, and supplement, each party's obligations of <br />confidentiality under applicable law and/or under any nondisclosure or other agreement between the parties. <br />14. GENERAL <br />14.1 Relationship. At all times, the parties are independent actors, and are not the agent or representative of the other. This <br />Agreement is not intended to create a joint venture, partnership, or franchise relationship, or give rise to any third party <br />beneficiary. Subscriber must not represent to anyone that Subscriber is an agent of DocuSign or is otherwise authorized tobind <br />or commit DocuSign in any way without DocuSign's prior authorization. <br />14.2 Assignability. Subscriber may not assign its rights, duties, or obligations under this Agreement without DocuSign's prior <br />written consent. If consent is given, this Agreement will bind Subscriber's successors and assigns. Any attempt by Subscriber to <br />transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void. <br />Notwithstanding the foregoing, either party may assign this Agreement to a successor of its business without the other party's <br />consent. <br />14.3 Nonsolicitation. During the Term of this Agreement and for a period of one year thereafter, Subscriber will not, directly <br />or indirectly, employ or solicit the employment or services of a DocuSign employee or independent contractor without the prior <br />written consent of DocuSign. <br />14.4 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing <br />and sent using: (a) the "acknowledge receipt" function of the Subscription Service; (b) by certified or registered mail; or (c) <br />insured courier, to the appropriate party at the address set forth on the Order Form. Either party may change its addressfor <br />receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given upon receipt if delivered <br />using the Subscription Service, two business days following the date of mailing, or one business day following delivery to a <br />courier. <br />14.5 Force Majeure. Except for any payment obligations, neither party will be liable for, or be considered to be in breach ofor <br />default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause <br />or condition beyond such party's reasonable control, so long as such party uses all commercially reasonable efforts to avoid <br />or remove such causes of non-performance or delay. <br />14.6 Dispute Resolution. In the event of any dispute regarding any right or obligation under this Agreement, the aggrieved <br />party shall notify the other party in a writing describing the dispute ("Notice of Dispute"). Upon receipt of the Notice of Dispute, <br />the parties shall arrange a meeting between their representatives. Over a period not to exceed 10 business days after receipt of <br />Notice of Dispute ("Period"), the parties shall engage in good faith negotiations to resolve such dispute. If the parties' <br />representatives are unable to resolve the dispute at such meetings during the Period, then each party may seek any remedies <br />available to it in law or equity. Notwithstanding the foregoing, either party may seek injunctive relief at any time. Each party <br />hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising <br />out of or relating to this Agreement. <br />
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