SR 06:114 - Laserfiche WebLink

8.0 NON-RECRUITMENT OF PERSONNEL 8.1 During the term of this Agreement and for twenty-four (24) months thereafter, each party agrees not to solicit or hire current or former employees of the other without the other's prior written consent. 9.0 CONFIDENTIAL INFORMATION / NON-DISCLOSURE AGREEMENT 9.1 Subject to lhe requirements of the Freedom of lnformalion Act (FOlA) andlor other comparable applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidentiallnformalion other than for the benefit of that party. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. 9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information and proprietary to New World. In addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New World's proprietary rights in the Licensed Products, including without limitation the following measures: (i) Customer shall only permit access to the Licensed Products to those employees who require access and only to the extent necessary to perform Customer's internal processing needs. (ii) With respect to agents or third parties, Customer shall permil access to the Licensed Products only after New World has received, approved and returned a fully executed Non- Disclosure Agreement to Customer (see Exhibit D). New World reserves the right 10 reasonably refuse access to a third party after it has evaluated the request. Customer agrees to provide information reasonably requested by New World to assist New World in evaluating Customer's request to permit third party access to the Licensed Products. In addition to any other remedies, New World may recover from Customer all damages and legal fees incurred in the enforcement ofthis provision on third party access; (iii) Customer shall cooperate with New World in the enforcement of the conditions set forth in the attached Non-Disclosure Agreement or any other reasonable restrictions New World may specify in writing in order to permit access; (iv) Customer shall not permit removal of copyright or confidentiality labels or notifications from its proprietary materials; and (v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Software. 9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or otherwise, New World shall be entitled to seek and obtain a temporary reslraining order, injunctive relief, or other equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on Confidentiality and Non-Disclosure without the requirement of posting a bond or proof of injury as a condition for the relief sought. 10.0 LIMITATION OF LIABILITY AND RECOVERABLE DAMAGES New World's entire liability and Customer's exclusive remedies are set forth below: 10.1 For any claim relating 10 the non-conformance or imperfection of any licensed software provided under this Agreement, New World will correct the defect so that it conforms to the warranties set forth in Section ll, subparagraph 4.1; or if after repeated attempts 10 correcl the non-conformity, New World is unable to correct the non-conformity, then Customer may recover its actual damages subject to the limits sel forth in subparagraph 10.2 below. For any other claim arising under or in conneclion with this Agreement, Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. 10.2 New World's liability for damages, regardless of form of action, is limited to the recovery of direct damages up to the Exhibit A Licensed Software fees paid to New World. 10.3 In no event shall New World be liable for any damages relating to Customer's failure to perform its responsibilities or for loss of use, revenue or profits, or for any incidental or consequential damages, even if New World has been advised of the possibility of such damages. If it is determined that a limitation of liability or a remedy contained herein fails of its essential purpose, then the parties agree that the exclusion of incidental and/or consequential damages is still effective. Agreement 041006 final.doc CONFIDENTIAL Page 5 of 57 City of Pleasanton, CA