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Confidential Information from the Receiving Party, such request to be in writing. At the written request of <br />the Disclosing Party, any such destruction shall be confirmed in writing by the Receiving Party. <br />Notwithstanding the foregoing, Receiving Party shall not be required to return or destroy electronic copies <br />of documents containing Confidential Information pursuant to standard archival or back-up procedures or <br />copies of documents that include Confidential Information retained in order to satisfy any law, regulation <br />or internal policy to which it is subject. Any Confidential Information that is not returned or destroyed will <br />continue to be kept confidential and subject to the terms of this Agreement. Notwithstanding anything <br />contained in this Agreement to the contrary, the City will not be required to take any action that would <br />violate any applicable public access law (including the Act), record retention law, or other law or regulation, <br />and the City's compliance with such laws and regulations will not be deemed a default under or a breach <br />of this Agreement. <br />Applicable Law: Any controversy or claim arising out of or relating to this contract or the breach thereof, <br />shall be governed by the laws of the State of Indiana. The Parties agree that the proper and convenient <br />venue for the claims arising from the breach of the terms of this Agreement shall be St. Joseph County, <br />Indiana. <br />Attorney Fees: The Parties hereto agree that should a dispute arise from a breach of any of the terms <br />of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs in the <br />prosecution or defense of any claim or suit. <br />Equitable Remedies: The Parties hereby acknowledge and agree that, in the event of any breach of this <br />Agreement, including without limitation, the unauthorized disclosure or use of Confidential Information, the <br />Disclosing Party may suffer an irreparable injury, such that no remedy at law may afford the Disclosing <br />Party adequate protection against or appropriate compensation for such injury. Accordingly, the Parties <br />agree that the Disclosing Party shall be entitled to injunctive relief and other damages as may be granted. <br />Assignment: This Agreement is binding on the Parties and their respective successors and assigns. <br />Upon prompt written notice to City but without the requirement of City's consent, the Provider may assign <br />this Agreement in connection with a merger, change of control, consolidation, or sale or other disposition <br />of all or substantially all of the Provider's assets. Any other assignment of this Agreement by either Party <br />will be null and void, except with the other Party's prior written consent. <br />Entire Agreement: This Agreement contains the entire agreement and understanding between the <br />Parties as to the subject matter herein, and supersedes any prior or contemporaneous understandings, <br />commitment or agreements, oral or written, pertaining to such subject matter. Further, if any provision of <br />this Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue in <br />full force and effect. Agreement may not be modified except in writing, executed by the Parties with the <br />same formality of this Agreement. <br />Acknowledgement: The Parties hereby agree to be bound by the terms of this Agreement as indicated <br />by their acknowledgement below. <br />F <br />