2.5a ERMUSR 06-13-2023 - Laserfiche WebLink

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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D Distributor will also make reasonable effort to preserve the terminated portion of the AMI System regardless of location, assist with inventory of the terminated AMI System, identify outstanding orders and subcontracts, and as requested by ERMU, transfer the AMI System and title to the AMI System to ERMU. ERMU may decline title to any portion of the AMI System. Distributor shall not be entitled to damages resulting from termination of any Work, including loss of anticipated revenue or costs. If the Distributor defaults in the performance of the Work, then ERMU may at its option, finish the Work by any method possible, including contracting with another supplier. In the event of termination for cause, the total amount of damages paid by the Distributor as a result of the termination shall be limited to ERMU's actual damages, including the cost of finishing the remaining Work, capped at 100% of the fees that would have been paid for any such remaining Work. Distributor may terminate this Agreement upon thirty (30) days prior written notice to ERMU if (i) ERMU fails to compensate Distributor according to the terms in this Agreement, or (ii) ERMU fails to perform a material term of this Agreement and, through no fault of the Distributor, such failure prevents Distributor from performing its material obligations under this Agreement. 33. Confidential and Proprietary Information In the course of performing the Work covered by this Agreement, both Parties may disclose certain Confidential Information. The Party receiving Confidential Information ("Recipient") shall refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting, directly or by implication, or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy Confidential Information disclosed under this Agreement. Notwithstanding the foregoing, each Recipient may retain one archival copy of the Confidential Information received from Disclosing Party in a secure location provided that any such Confidential Information is otherwise handled as required in this Agreement for so long as so retained. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to seek injunctive relief against a threatened breach or continuation of any such breach. Elk River Municipal Utilities 23 Core & Main LP W