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Terms and Conditions <br />November 21, 2024 <br />Pinnacle Engineering, Inc. <br />Terms and Conditions Agreement <br />Pinnacle Proposal No.: IO20246945 <br />Page 7 of 8 <br />the property of the Disclosing Party and no license or other rights to such Confidential <br />Information or Derivatives is granted or implied by this Agreement. This Agreement <br />does not entitle any Party or any other person or entity to incorporate or use (with <br />respect to its operations, advertising, marketing or, in any other manner) any <br />trademarks, trade names, service marks, service names, logos, technology, software, <br />or any other technology or intellectual property rights of the other Party or its clients. <br />For purposes of this Agreement, “Derivatives” will mean (a) for copyrightable or <br />copyrighted material, any translation, abridgement, revision or other form in which an <br />existing work may be recast, transformed or adapted; (b) for patentable or patented <br />material, any improvement thereon; and (c) for material that is or may be subject to <br />protection as a trade secret, any new material derived from such material, including <br />new material which may be protected by copyright, patent, or trade secret or other <br />proprietary rights. <br />XIV.4 In the event that the Receiving Party is required by interrogatories, requests for <br />information or documents, subpoena, civil investigative demand or similar process of <br />a competent authority to disclose any Confidential Information of the Disclosing Party, <br />the Receiving Party will provide the Disclosing Party with prompt, prior written notice <br />of such request or requirement so that the Disclosing Party may seek an appropriate <br />protective order. If, in the absence of a protective order, the Receiving Party is <br />nonetheless, in the written opinion of its legal counsel, so compelled to disclose such <br />Confidential Information, the Receiving Party may disclose only that portion of such <br />Confidential Information that the Receiving Party is advised by its legal counsel is so <br />legally compelled and will exercise reasonable efforts to obtain assurance that the <br />Confidential Information will receive confidential treatment. <br />XIV.5 Notwithstanding the obligations set forth herein, the obligations of the Parties <br />pursuant to this Article will not extend to information that: (i) was previously known to <br />the Receiving Party free of any obligation to keep confidential and free of any <br />restriction on use or disclosure; (ii) is received from third persons without restrictions <br />on use or disclosure and without breach of any agreement with the Disclosing Party; <br />(iii) is or becomes readily available from public access sources which are not subject <br />to any restrictions on use or disclosure; or (iv) is approved for release by prior written <br />authorization of the Disclosing Party. <br />Article XV - Entire Agreement and Governing Law <br />XV.1 This Agreement, together with documents comprising the attached Scope of <br />Work, represent the entire agreement between Pinnacle and Client and supersede all <br />prior written, or oral agreements. Any terms or conditions, prior course of dealings, <br />course of performance, usage of trade, understanding, purchase order, or agreements <br />purporting to modify, vary, supplement or explain any provision of this Agreement is