Laserfiche WebLink
3. Exchange of Information. The Parties acknowledge that in the course of business and <br />operations at the ARSOC, each Party may acquire information that is proprietary to or <br />confidential to the other Party or other approved subtenants or participants. Any information <br />delivered and received in connection with the ARSOC shall be presumed to be proprietary and/or <br />confidential by the delivering Party unless clearly noted as public information on the page(s). <br />Subject to and except for disclosure under the Texas Public Information Act or other open <br />records laws, each Party will hold any information delivered to it by another in confidence and <br />ensure that adequate internal controls, safeguards, and/or countermeasures are established to <br />protect such information, and will not copy, reproduce, sell, assign, license, market, transfer, or <br />otherwise disclose such information to third parties or use such information for any purposes <br />whatsoever, without the express written permission of the delivering Party. The Parties will use <br />reasonable efforts to assist each other in identifying and preventing any unauthorized use or <br />disclosure of any such proprietary and/or confidential information; provided neither Party shall <br />be obligated to initiate any legal proceeding to protect same. The Parties acknowledge that <br />confidential information specifically excludes information that can be demonstrated to have been <br />in the public domain or to have been known by the receiving Party prior to execution of this <br />Agreement and that was not acquired, directly or indirectly, from one of the Parties or any third <br />party under a continuing obligation of confidentiality. Each Party may disclose another Party's <br />confidential information to its employees, officers, representatives, or advisers who need to <br />know such information for the purposes of carrying out the Party's obligation under this <br />Agreement. For the avoidance of doubt, each Party shall have the right, in its sole and absolute <br />discretion, to determine what information will be shared with the other Parties or any other <br />participant in the ARSOC. <br />4. Intellectual Property. The Parties acknowledge that in the course of the business and <br />operations at the ARSOC, there may be opportunities for the Parties and any other approved <br />subtenants or participants in the ARSOC to undertake activities that will involve intellectual <br />property. Prior to undertaking any activities to jointly create new intellectual property, the <br />Parties agree to negotiate in good faith the appropriate agreement(s) to memorialize the <br />understanding between the Parties regarding each Party's intellectual property rights. and of any <br />intellectual property developed pursuant to such activities. All intellectual property developed <br />prior to or independently of the other Parties shall remain the property of the Party using, <br />permitting use of, or disclosing such intellectual property in the course of the business and <br />operations at the ARSOC and no license or other right is granted or implied thereby. <br />5. Partici ant's Insurance and Waiver of Claims. City and CPS agree to accept Participant's <br />representation of being self-insured, provided however, Participant hereby waives any claim <br />against City and/or CPS for damage to any property of Participant at the Facility and any claim <br />for any injury to persons occurring at the Facility, regardless of any cause or of any concurrent or <br />contributing fault or negligence of City or CPS. <br />d. No Liability or Responsibility. THE PARTIES AGREE THAT THE CITY AND CPS, AND <br />THEIR RESPECTIVE AGENTS AND EMPLOYEES, SHALL NOT BE LIABLE OR <br />RESPONSIBLE FOR, AND, TO THE EXTENT PERMITTED BY LAW, SHALL BE <br />INDEMNIFIED AND HELD IARMLE S S BY PARTICIPANT AND RELEASED FROM <br />Page 2 of 5 <br />