Software Agreement - Aquitas Solutions Inc - Maximo 7.6 MaaS Migration

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(),A IUITA SS TIONS directly, or indirectly, any action that may in any way lead to the unauthorized dissemination, reproduction, or use of the Materials. MVAK4 = For purposes of this Agreement, "Confidential Information" means any competitively sensitive or secret business, marketing, or technical information and other confidential information belonging to either party or its suppliers, including, but not limited to, the party's and its suppliers' software, and the terms of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information (a) rightfully known by the recipient at the time of its initial disclosure; (b) rightfully disclosed to the recipient without obligation of confidentiality by a third party; (c) in the public domain or that enters the public domain, other than by the unauthorized acts of any person; or (d) independently developed by the recipient. 7.3 Protection Each party shall preserve in the strictest confidence all Confidential Information of the other party and shall at all times protect the other party's Confidential Information through the highest commercially reasonable standard of care. Neither party shall in any way use or disclose the other party's Confidential Information, except upon the other party's authorization and except for internal purposes in accordance with this Agreement. Any disclosure of the other party's Confidential Information by a party to its agents, employees, or subcontractors shall be made only in thie normal course of business, on a need -to -know basis within the scope and purpose of this Agreement, and under written agreements requiring such agents, employees, and subcontractors to treat all Confidential Information as strictly confidential as required by this Agreement. Upon termination of the Agreement or upon written notice from a party, the other party shall immediately cease all use of the Confidential Information and return all copies of the Confidential Information to the party. 7.4 Permitted Disclosure Either party may disclose the other party's Confidential Information when it, is required by law to do so, provided it takes all reasonable steps to limit the disclosure of the Confidential Information to the maximum level allowed, and further provided the other party is given a reasonable opportunity to contest the disclosure and/or obtain a protective order. Based on the above, Aquitas acknowledges that the City is a public entity and is subject to (Indiana's Public Records laws, IC 5-14-3, 7.5 Injunctive Relief Each party acknowledges that a breach of its obligations under this Section 0 may cause irreparable harm to the other party and/or its licensors for which monetary damages would be inadequate. Each party and/or its licensors may be entitled to injunctive relief for any such breaches, threatened or actual, in addition to any other remedies that may be available at law or equity. South Bend Maximo Migration to MaaS Page 29 of 36 Confidential