ERMUSR MISC Memo 02-24-2009 - Laserfiche WebLink

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7. Upon Connexus' request, the Receiving Party shall return to Connexus as promptly as practicable, but in any event within thirty (30) days, all Trade Secret Information in the possession of the Receiving Party or its Representatives, including all copies of such Trade Secret Information, all notes or other documents with respect to or reflecting such Trade Secret Information, and all materials derived from such Trade Secret Information. Upon completing the foregoing, the Receiving Party shall give Connexus a certificate confirming its compliance with this Paragraph 7. 8. This Agreement embodies all of the understandings between the Parties hereto concerning the subject matter hereof, and merges all prior discussions and writings between them as to confidentiality of information other than as expressly provided in this Agreement, or as duly set forth subsequent to the date hereof in writing and signed by both Parties. This Agreement may not be assigned by either Party without the prior written consent of the other Party except in connection with the sale of all or substantially all of the business or assets of the assigning Party. 9. Without prejudice to the rights and remedies otherwise available to Connexus, Connexus will be entitled to equitable relief by way of injunction if there is a breach or threat of a breach of any of the provisions of this Agreement by the Receiving Party. The Parties agree and acknowledge that damages would not be an adequate remedy in the event of a breach of this Agreement. 10. This Agreement shall be governed by the laws of the State of Minnesota, excluding its conflict of law rules. 11. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document. 12. The provisions of this Agreement are severable, and if any one or more of such provisions is determined to be judicially unenforceable, the remaining provisions shall nevertheless be binding and enforceable. 13. The prevailing party in any dispute or litigation arising in connection with this Agreement shall be entitled to recover its reasonable attorneys' fees and costs. above. IN WITNESS WHEREOF the Parties have signed this Agreement as of the date first set forth Addresses: City of Elk River, for Elk River Municipal Utilities 13069 Orono Parkway P.O. Box 430 Elk River, MN 55330-0430 Connexus Energy 14601 Ramsey Blvd NW Ramsey, MN 55303 By: _ Title: By: _ Title: