5.0.b. SWCSR 08-15-2019 - Laserfiche WebLink

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RSA:961308 19. Confidentiality. The term"Confidential Information"shall mean the inventions,trade secrets, computer software in both object and source code, algorithms,documentation,know how,technology,ideas,and all other business,customer,technical,and financial information owned by AVI or the Customer,which is designated as confidential,or communicated in such a manner or under such circumstances as would reasonably enable a person or organization to ascertain its confidential nature. All the Confidential Information of a party to this Agreement shall be maintained in confidence by the other party,and neither party shall,during the term of this Agreement or for a period of three(3)years subsequent to the termination of this Agreement, divulge to any person or organization,or use in any manner whatsoever,directly or indirectly,for any reason whatsoever,any of the Confidential Information of the other party without receiving the prior written consent of the other party. AVI and the Customer shall take such actions as may be reasonably necessary to ensure that its employees and agents are bound by the provisions of this Section,which actions shall,as may be reasonably requested by either party,include the execution of written confidentiality agreements with the employees and agents of the other party. The provisions of this Section shall not have application to any information that(i)becomes lawfully available to the public;(ii)is received without restriction from another person or organization lawfully in possession of such information;(iii)was rightfully in the possession of a party without restriction prior to its disclosure;or(iv)is independently developed by a party or its employees or agents without access to the other party's similar information. 20. Nonsolicitation-To the extent permitted by applicable law,during the term of this Agreement and for a period of one(1)year after the termination this Agreement,each Party agrees that it shall not knowingly solicit or attempt to solicit any of the other Party's executive employees or employees who are key to such Party's performance of its obligations under this Agreement(Covered Employees"). Notwithstanding the foregoing,nothing herein shall prevent either Party from hiring as an employee any person who responds to an advertisement for employment placed in the ordinary course of business by that Party and/or who initiates contact with that party without any direct solicitation of that person by that Party or its agents. 21. Price Quotations and Time to Install—AVI often installs systems at the end of a construction project. The price quoted contemplates that A.VI shall have access to the location for the time shown for AVI to complete its work after the work of all other contractors is substantially complete which means,generally,all other trades are no longer generating dust in the location,and final carpeting/flooring is installed(the"Prepared Area") Failure to give AVI access to the Prepared Area for the amount of time shown for the installation may result in increased installation costs,typically in a manner proportionate to the reduction of time given to AVI to complete its work compared to the original schedule. 22. Price Quotations—Unless otherwise specified,all prices quoted reflect a discount for a cash payment(i.e..check,wire transfer)made by Customer in full within the terms of each invoice. Payment in other forms,including credit card,p-card,or other non-cash payments shall be subject to a convenience above the cash price. Please speak to your AVI representative if you have any questions in this regard. Printed on August 1,2019 Page 7 of 7