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<br /> <br /> <br /> <br /> <br /> <br /> (b) Each party agrees to utilize any information provided by the other party only for the <br /> purposes of carrying out this Agreement and further acknowledges that it will not <br /> utilize any information provided by the other party for any other purpose including <br /> but not limited to directly or indirectly competing with the other party or otherwise <br /> assisting another person or entity in doing the same. <br /> <br /> (c) Within three (3) business days of the termination of this agreement all confidential or <br /> proprietary information relating to the other party's products, pricing, business affairs <br /> or practices shall be returned to such other party. <br /> (d) All confidentiality obligations hereunder shall continue in full force and effect during <br /> the term of this Agreement, and after termination: (a) in the case of confidential <br /> information that constitutes a trade secret under applicable law, for as long as such <br /> confidential information remains a trade secret; or (b) in the case of any other <br /> confidential information, for term of ten (10) years, except as otherwise determined <br /> by law. <br /> <br /> Each Party agrees that money damages will not be sufficient remedy for a breach of this Section <br /> and that, in addition to all other remedies available at law or in equity, each party shall be entitled <br /> to equitable relief, including injunction or specific performance, without proof of actual damages. <br /> 12. NO LIENS <br /> (a) The Parties agree that OCAP retains ownership of all Stocking Product. Title to any <br /> item of Stocking Product shall not pass to City until such time as City uses that item <br /> in the performance of service. City warrants that it shall take no action, including <br /> but not limited to the granting of a security interest, or fail to take any action, which <br /> would operate or does operate in any way to encumber the inventory of OCAP <br /> located at the City locations. <br /> (b) City agrees to execute documentation reasonably requested by OCAP and required to <br /> protect OCAP's interest in inventory held at City locations. <br /> <br /> (c) To the extent permitted by applicable law, City authorizes OCAP to file any and all <br /> documents necessary to perfect OCAP's title to the Stocking Product. <br /> <br /> <br /> 13. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> OCAP, and supersedes any and all other agreements, oral or written, between the parties. In the <br /> event of a conflict between the terms of this Agreement and any attachments hereto, the terms of <br /> this Agreement shall prevail. This Agreement may not be modified except by written instrument <br /> signed by the City and by an authorized representative of OCAP. The parties agree that any <br /> terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br /> addition to, the terms and conditions hereof, shall not bind or obligate OCAP or the City. Each <br /> party to this Agreement acknowledges that no representations, inducements, promises or <br /> agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any <br /> party, which are not embodied herein. <br /> <br /> <br /> <br /> <br /> 25D-7 <br />