Attachment A
<br />software and deliverables are provided as isand Granicus expressly disclaims any and all express
<br />or implied warranties, including but not limited to implied warranties of merchantability, and
<br />fitness for a particular purpose. Granicus does not warrant that access to or use of its software or
<br />services will be uninterrupted or error free. In the event of any interruption, sole
<br />obligation shall be to use commercially reasonable efforts to restore access.
<br />6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
<br />Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
<br />consequential, or punitive damages, whether foreseeable or not, including but not limited to: those
<br />arising out of access to or inability to access the services, software, content, or related technical
<br />support;damages or costs relating to the loss of: profits or revenues, goodwill, data (including loss
<br />of use or of data, loss or inaccuracy or corruption of data);or cost of procurement of substitute
<br />goods, services or technology, even if advised of the possibility of such damages and even in the
<br />event of the failure of any exclusive remedy. In no event will and its suppliersand
<br />liability exceed the amounts paid by client under this agreement regardless of the form of
<br />the claim (including without limitation, any contract,product liability, or tort claim (including
<br />negligence, statutory or otherwise).
<br />6.3. Indemnification.
<br />To the extent permitted by law, Granicus shall defend,
<br />indemnify and hold harmless the Client from and against all patent, copyright, and trade secret
<br /> Granicus shall not
<br />be responsible for any damages or liability to the extent caused by the negligence or willful
<br />misconduct of the City or any of its employees, agents, or representatives acting in an official
<br />capacity. In the event of any court action or proce
<br />this Agreement, Granicus shall defend, at its own expense, the action or proceeding. The Client
<br />shall promptly notify Granicus of the filing of any such action and cooperate with Granicus in the
<br />defense thereof.
<br />7. CONFIDENTIAL INFORMATION & OWNERSHIP.
<br />7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or
<br />confidential information disclosed or made available by the other party pursuant to this Agreement
<br />that is identified as confidential or proprietary at the time of disclosure or is of a nature that should
<br />reasonably be considered to be confidential, and includes but is not limited to all business,
<br />technical and other information (including without limitation, all product, services, financial,
<br />marketing, engineering, research and development information, product specifications, technical
<br />data, data sheets, software, inventions, processes, training manuals, know-how and any other
<br />information or material), disclosed from time to time by the disclosing party to the receiving party,
<br />directly or indirectly in any manner whatsoever (including without limitation, in writing, orally,
<br />electronically, or by inspection); provided, however, that Confidential Information shall not include
<br />the Content that is to be published on the website(s) of Client.
<br />7.2 Each party agrees to keep confidential and not disclose to any third party, and to
<br />use only for purposes of performing or as otherwise permitted under this Agreement, any
<br />Confidential Information. The receiving party shall protect the Confidential Information using
<br />measures similar to those it takes to protect its own confidential and proprietary information of a
<br />similar nature but not less than reasonable measures. Each party agrees not to disclose the
<br />Confidential Information to any of its Representatives except those who are required to have the
<br />Confidential Information in connection with this Agreement and then only if such Representative is
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