Opening of Proposals - Utility Billing System - Tyler Technologies, Inc - Part 2

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/ 16.Client 1Lists. You agree that »vmmay identify you hyname |mclient lists, marketing presentations, and promotional materials. 17. Confidentiality. Both parties recognize that their respective employees and agents, imthe course nf performance ofthis Agreement, may be exposed toconfidential information and that disclosure Vfsuch information could violate rights to private individuals and entities, including the parties, Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each asdefined bya,ppUcaWestate law. Each party agrees that |twill not d'iso|ose any confidential information of the other party and further agrees to take all reasonable, and appropriate action to prevent such disclosure &vits employees oragents. The confidentiality covenants contained herein will survive the termination urcancellation ofthis Agreement. This obligation ofconfidentiality will not apply to information that: (a)binthe public domain, either atthe time ofdisclosure orafterwards, except by breach of this Agreement bvaparty orits employees oragents; (b) a party can establish by reasonable proof was in that party's possess,ion at the time of initial (d aparty receives from athird party who has oright tudisclose it tothe receiving, party; or (d) bthe subject cf alegitimate disclosure request under the open records laws nrsimilar applicable public disclosure laws governing this Agreement; provided, however, that Unthe event you receive an open records or other similar applicable request, you wiUl give us prompt notice and otherwise perform the functions required byapplicable law. � � 18. |nthe event alocal business license isrequired for uotaperform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact Information so that we may timely obtain such license. 19. Governing Law. ThibAgreement will be governed by and construed imaccordance with the laws of your state, of dom|d|e,withwut regard to its rules on conflicts of law. 20. Multil2le Origina Is and Authorized Signatures, This Agreement may beexecuted iomultiple originals, any of which will &eindependently treated aaanoriginal document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto wflI be deemed an, originiail signature and will befully enforceable am|fanoriginal signature, Each party represents tothe other that the signatory set forth below, is duly authorized to bind that party to this Agreement. 21, Cooperative Procurement. Tothe maximum extent permitted by applicable law, weagree that this Agreement may beused asacooperative procurement vehicle byeligible jurisdictions. Wereserve the right tonegotiate and customize the terms and conditions set forth herein, including but not limited tmpricing, to the scope and circumstances ofthat cooperative procurement. 22, Performance Bond. Within ten (10) days of the Effective Date, we will secure a performance bond for the fee set forth in the Investment Summary, which is payable according to the Invoicing and Payment Policy, The bond will have an initial term of twenty-four (24) months, In the event you desire to extend or renew that term, you will provide timely notice of your request to us, You will be responsible for the cost of the extended or renewed bond, and any such extension or renewal Is subject to surety approval. � � ^�| tuler