Agreement - Software & Licence - Fleet & Asset Management Software - CCG Systems Inc. dba FASTER Asset Solutions

Home Browse Search

5. Exclusion of Incidental Consequential and Certain Other Damages Neither FASTER nor its suppliers shall be liable for any special, incidental, indirect, punitive or consequential damages arising out of the use of or inability to use the FASTER components or the support services, or the provision of or failure to provide support services under this Agreement. • Customer agrees that FASTER's liability to Customer due to negligent professional acts, errors or omissions, or breach of contract by FASTER will not exceed the aggregate total fee to be paid by the Customer to FASTER under this Agreement. 7. Confidential Information, "Confidential Information" means: (i) any software provided by FASTER or Customer under this Agreement; (ii) the logon identifiers and passwords provided to Customer and its authorized users; (iii) materials marked confidential by Customer or FASTER, and (iv) any other information conveyed under this Agreement in writing or orally that is designated confidential or by the circumstances in which it is provided. Each party acknowledges and agrees that: (a) the Confidential Information constitutes trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information of the other party solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information of a similar nature, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (a) publicly available through no fault of the receiving party; (b) already in the other party's possession and not subject to a confidentiality obligation; (c) obtained by the other party from any source without breach of any obligation of confidentiality; or (d) independently developed by the other party without reference to the disclosing party's Confidential Information. Either party may disclose such Confidential Information as is required to be disclosed by order of a court or other governmental entity; provided reasonable notice is given to the party owning such Confidential Information so that such party may challenge the disclosure or obtain a protective order or other equitable relief. Nothing in this Agreement will preclude any party from disclosing Confidential Information as required by law (including, without limitation, any applicable public access laws). The parties acknowledge that the Customer is a municipal corporation legally bound to comply with Indiana's Access to Public Records Act and Open Door Law. The covenants of confidentiality set forth in this section shall apply after the Effective Date of this Agreement to any Confidential Information disclosed to the receiving party before, on or after the Effective Date and will continue and must be maintained from and after the Effective Date until the sooner to occur of (i) such Confidential Information entering the public domain through no fault of the receiving party or its representatives, or (ii) the date on which such Confidential Information is no longer required to be kept confidential by applicable law.