Res 1995-143 - Laserfiche WebLink

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.' '95-07-12 17:28 L.E.MGT.INST. 409 294-1684 tf'lD P.006 5 11.3 LICENSEE warrants that LICENSEE will not disclose, use, modify. copy, or reproduce CRIMES LA W ENFORCEMENT MODULE, this contrllct, or any of the information or mnterinh supplied by LICENSOR except in accordance with This agreement or llfter first obtaining the writtcn permission of LICENSOR. 11.4 LICENSEE spccificllll)' agree::; to prevent its employees, Olgents, attom<:ys and representati....es from disclosing such proprietary information and shall hold LICENSOR harmless and protect and indcmnif)' same in the event of any disclosure by said persons. 11.5 LICENSOR shall U3C LICENSOR's best effOrTS ro insure the confidentinlity of LICENSEE's data, systcms, procedures and all othllr matters nnd information clc!<ignated by LICENSFE a~ confidential. 11.6 LICENSOR is expressly prohibited from rclcl1Sing LICENSEE's data, systems, and procedures to any third party for nny cnuse without thc written consent of the LICENSEE. 11.7 The provisions of paragraphs 11.5 and 11.6 shall not, however. be construed as prohibiring LICnNSOR from employing LICENSEE's data for res~M~h purposes related to crime, offender, incident, and ac;tivity pattcrns; proyided all idantificrs of individual persons or' organization"') enr.itier. :<:hall bll removed when data is so employed. 11.8 LiCENSOR shan employ due security measures to assure that access to LICENSEE's data, systems, and procedures is limited to persons requiring such access ror system operations and management. 11.9 LICENSOR specifically agrees to prevent its employees. agents, attorneys and rcpresentatives from disclosing such confidential information and shall hold LICENSEE harmless and protect and indemnify same in the event of any disclosure by said persons. 11 .10 The non-disclosure provisions of this section shall continue bc)'ond the tern1 of the contract and shall be binding and enforceahle even after termination of this agreement. 12.0 FORCE MAJEURE: . 12.1 LICENSOR shall not be responsible for any failure to perform hercllnder which is caused by Acts or God or any other circumstances beyond the control of LICENSOR. 12.2 The parties hereto recognize that CRJMES LAW ENFOf{CEMENT MODU1.E represents a sophisticated sofiware system and thac it is impossible to Test every possible combination of circumstances and situations. In the event a significam software problem or bug is discovered. LTCENSOR will use iLs best efforts to correct such, but cannot guaranree either a solution or a time frame within which such bug will be eliminated. 12.3 Under no circumstances shall LICENSOR be responsible for any il1iury or damage due to any delay in delivery or performance. 13.0 MISCELLANEOUS: 13.1 The provisions of this agreement shall be severable and if one or more provisions should be declared invalid, the remaining provisions shall remain in full force and et1cct; provided that should any provisions regarding the oem-disclosure nfproprietary informarion be deemed invalid, then the parties hereto agree to enter into such other agreement as will validly afford, to the greatest extent possible, the protection intended by those sections. 13.2 Any failure or delay in the exccution of any right herein shall not constitutc a waiver thereof, nor shall any such delay or waiver ora particular default or right operate as a waiver of any other rights. 13.3 It is specifically agreed that the breach of this agreement, and ill particular the sections concerning non-uisclosure of proprietary information, will result in irreparable injury and the party who claims such a breach shall be entitled to specific performance aml injunctive relief to correct and enjoin such breach in addition to all other remedies which might be avaiIablc. 13.4 This agreement shall he construed according to the laws of the State ofTexa$, and all actions, regardless ofthc form or nature of such. to enforce this agreement or for the breach of same shall be brought within one (1) ycar from the occurrence of the grounds for sllch action in either state or federal court in Austin, Texas.