2.5a ERMUSR 06-13-2023 - Laserfiche WebLink

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DocuSign Envelope ID: 58FE3CF5-7330-4F18-9C60-B177A84C616D The terms of this Agreement shall not be construed to limit either Party's right to develop independently or acquire products without use of the other Party's Confidential Information. The disclosing Party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for its products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information: (i) is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party, (ii) is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; (iii) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; (iv) is approved for release (and only to the extent so approved) by the disclosing Party; or (v) is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law according to this section. If compelled by a requirement of a government agency, a court, or by law or discovery to disclose any of the Confidential Information, the Party ordered to disclose the information shall make reasonable efforts to resist disclosure and shall notify the other Party in writing prior to making any disclosure in order to provide the Party whose information may be disclosed a reasonable opportunity to either waive any objection to such disclosure or request a remedy from the appropriate authority. The Parties will reasonably cooperate with each other in efforts to obtain such a remedy. If the Party whose information may be disclosed waives its objections, is unsuccessful in its request for a remedy, or fails to make such a request, the Party compelled to disclose information will furnish only that portion of the Confidential Information that is legally required. Disclosure of Confidential Information beyond what is outlined above shall be approved in writing by the other Party in advance of such disclosure. 34. No Implied Waiver Either Party's failure to insist upon strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver of terms of this Agreement. No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, either of a similar or dissimilar nature, unless expressly so stated in writing by a duly authorized representative of the Party granting the waiver. 35. Notice Any notice required or in connection with this Agreement shall be in writing and shall be given to the appropriate Party by personal delivery, certified mail, or other recognized delivery service that confirms delivery. All notices shall be deemed duly given and effective (i) when received after Elk River Municipal Utilities 24 Core & Main LP 63