|
a• Cherry
<br />Bekaert
<br />Proposal for City of Santa Ana
<br />`� Cherry Bekaert
<br />Your Guide Forward
<br />Party. This Agreement supersedes and controls over any and all confidentiality agreements, non-
<br />disclosure agreements, and similar agreements regarding non -disclosure of information entered into
<br />by the Parties prior to the Effective Date, it being agreed that all of each Party's rights and obligations
<br />with respect to information are governed by this Agreement.
<br />5.2. Surrender and Destruction of Confidential Information. Following the expiration or
<br />termination of the applicable SOW and upon the written request of the Disclosing Party, the Receiving
<br />Party shall at its option promptly destroy or return to the Disclosing Party all Confidential Information held
<br />by the Receiving Party. In the event the Receiving Party destroys such Confidential Information, the
<br />Disclosing Party may request written certification of such destruction from the Receiving Party.
<br />Notwithstanding the foregoing, Cherry Bekaert has the right to retain a copy of Confidential Information
<br />that is captured by automatic backup and electronic storage systems in the ordinary course of business or
<br />as may be required by applicable professional standards; provided, however, all such retained
<br />Confidential Information shall remain subject to this Agreement.
<br />5.3. Compelled Disclosure of Confidential Information. If the Receiving Party becomes legally
<br />compelled to disclose any Confidential Information by governmental regulation, subpoena, or other legal
<br />process, the Receiving Party shall provide: (a) prompt written notice of such requirement to the Disclosing
<br />Party (unless prohibited by law) so that the Disclosing Party may seek, at its sole cost and expense, a
<br />protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party's sole cost and
<br />expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If,
<br />after providing such notice and assistance as required herein, the Receiving Party remains legally
<br />required to disclose any Confidential Information, the Receiving Party shall disclose no more than that
<br />portion of the Confidential Informatlon which, on the advice of the Receiving Party's legal counsel, the
<br />Receiving Party is legally required to disclose. In the event Cherry Bekaert is requested or authorized by
<br />Customer or required by government regulation, subpoena, or other legal process to produce Customer's
<br />Confidential Information, Customer Data, Work Product or Cherry Bekaert's personnel as witnesses with
<br />regard to Services performed for Customer, Customer will, so long as Cherry Bekaert is not a party to the
<br />proceeding in which the information is sought, reimburse Cherry Bekaert for its professional time and
<br />expense, as well as the reasonable fees and expenses of Cherry Bekaert's counsel, incurred in
<br />responding to such a request.
<br />6. Work Product and Intellectual Property Rights.
<br />6.1. Work Product. Except as provided in Section 6.2, and subject to Cherry Bekaert's receipt
<br />of Customers payment for all Fees and other amounts owed by Customer to Cherry Bekaert, Customer
<br />is, and shall be, the sole and exclusive owner of all right, title, and interest in and to all Work Product,
<br />including all Inteliectual Property Rights therein. Cherry Bekaert agrees that with respect to any Work
<br />Product that may qualify as "work made for hire" as defined In 17 U.S.C. § 101, such Work Product is
<br />hereby deemed a "work made for hire' for Customer. If and to the extent that Cherry Bekaert may, under
<br />applicable law, be entitled to claim any ownership interest in the Work Product, Cherry Bekaert hereby
<br />transfers, grants, conveys, and assigns to Customer any and all Intellectual Property Rights that Cherry
<br />Bekaert now has or may hereafter acquire in and to the Work Product. Upon Customer's written request
<br />and at Customers sole cost and expense, Cherry Bekaert agrees to use commercially reasonable efforts
<br />to assist Customer and to take further actions, including execution and delivery of instruments of
<br />conveyance, as may be reasonably required to give full and proper effect to such assignment.
<br />Notwithstanding any provision of this Agreement to the contrary, in the event that working papers are
<br />compiled by Cherry Bekaert in connection with the Services, then such working papers (but not the
<br />Customer Data contained in them) shall be the sole property of Cherry Bekaert and shall not be Work
<br />Product.
<br />6.2. Background IP. The Parties acknowledge and agree that Cherry Bekaert and its licensors
<br />are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the
<br />3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com
<br />v05.24
<br />32
<br />
|