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ATTACHMENT "A" <br />General Provisions <br />1. What this agreement covers. This agreement covers any <br />services You selected on Our website or that We have agreed to <br />provide to You. We are not required to perform nor are You required <br />to pay for services that are not in a written or click-thru agreement <br />that incorporates these terms and conditions. <br />2. Meaning of certain words in this agreement. <br />•"We", "Our", "Us", and similar terms mean MuniServices, LLC <br />•"You," "Yours° (including in the possessive) means The City of <br />Paris. <br />•"Scope of Work" means the written statement that: describes <br />the services We will provide to You; incorporates these terms <br />and conditions; and states what You will pay Us for those <br />services. For this agreement, the Scope of Work is found in <br />Articles I and II of the agreement. <br />•"Confidential Information" means each party's products, <br />services, technical data, trade secrets, inventions, processes, <br />and constituent information. Any information meeting this <br />description is "Confidential Information" even if the disclosing <br />party did not mark the information as "Confidential <br />Information" or did not notify the receiving party that the <br />information was "Confidential Information:" Information is not <br />confidential if it: (a) is rightfully known to the receiving party <br />prior to receipt from the disclosing party as reasonably <br />evidenced by such party; (b) becomes known to the receiving <br />party from a source other than one who is under an obligation <br />of confidentiality to the disclosing party; or (c) becomes publicly <br />known or otherwise ceases to be confidential other than by an <br />unauthorized act. <br />3. Our relationship with You. We are an independent contractor <br />and not Your employee or agent. We can perform services for others <br />during this Agreement. We are responsible for any subcontractors <br />We use in performing services for You and We are solely responsible <br />to pay those subcontractors. Nothing in this Agreement is to be <br />interpreted as: creating the relationship of employer and employee <br />between You and Us or between You and any of Our employees or <br />agents; or creating a partnership, joint venture between You and Us; <br />or designating Us as Your agent. Furthermore, nothing in this <br />agreement requires Us to give You legal advice or determine Your <br />legal liabilities and We have no obligation to do so. You agree that <br />the advice We give is not legal advice. <br />4. How We will invoice. We will send You timely invoices for Our <br />services. [If You would like the invoices separated by service, please <br />send Us an email to that effect and We will separate the invoices.] <br />Your payment to Us is due within thirty days after You receive Our <br />invoice(s). We will charge You interest at the rate of one and one-half <br />percent (1.5%) per month, or the maximum amount permitted by law, <br />on any amounts You do not pay within those thirty days. We will not <br />charge You for any costs or expenses related to Our services unless <br />the Scope of Work for the service specifically says We will charge You <br />for costs or expenses. <br />5. Treatment of Confidential Information. <br />5.1 The party receiving the disclosing party's Confidential <br />Information shall: use the Confidential Information solely for <br />performing under this Agreement; and treat the Confidential <br />Information with the same care as it uses to maintain the <br />confidentiality of its own Confidential Information, which shall <br />be at least reasonable care. The party receiving the disclosing <br />party's Confidential Information shall not disclose the <br />Confidential Information to any third party without the written <br />consent of the Disclosing Party, except to employees, <br />consultants or agents to whom disclosure is necessary to <br />perform this Agreement and who have agreed in writing to <br />treat the Confidential Information according to the terms of <br />this section five, or except if ordered to disclose the <br />Confidential Information by any court or state or federal <br />agency. All Confidential Information remains the sole property <br />of the disclosing party. We will hold taxpayer information in <br />strict confidence. <br />5.2 If a party who has received Confidential Information is served <br />with a subpoena or other legal process concerning the <br />Confidential Information, the party who was served shall <br />promptly notify the other party and shall cooperate with the <br />other party, at the other party's expense, in any lawful effort <br />to contest the validity of the subpoena or other legal process. <br />53 The parties agree that a breach of the terms of this section <br />five would result in irreparable injury to the non-breaching <br />party and a remedy in damages would be inadequate. The <br />parties agree that in the event of such breach or threatened <br />breach, the non-breaching party is entitled to seek an <br />injunction to prevent the breach or threatened breach, in <br />addition to any other remedies available at law or in equity. <br />5.4 The obligations in this section five continue for a period of five <br />years from the date of disclosure of the Confidential <br />Information, except that for any trade secrets (as defined by <br />applicable law), the obligations of confidentiality continue <br />indefinitely from the date of disclosure and survive the <br />termination of this Agreement indefinitely. <br />5.5 The confidentiality obligations of this section five do not <br />extend to any information required to be disclosed pursuant <br />to the Texas Open Records Act, the United States Freedom of <br />Information Act, and similar State Acts, or other public <br />disclosure acts of the United States or a state or territory <br />thereof. <br />6. How this Agreement Starts and Ends. This Agreement starts on <br />the date stated in the introductory paragraph of the Scope of Work <br />(the "Start Date") and continues until terminated or until the <br />expiration date stated in the Scope of Work. Either party may <br />terminate this Agreement: <br />a. upon 90-days prior written notice to the other party; or <br />b. immediately, upon written notice, if a party has materially <br />breached this Agreement including any Scope of Work and the <br />non-breaching party has given the breaching party notice of the <br />material breach and has given the breaching party thirty days to <br />cure the breach (except in the case of non-payment for which the <br />cure period shall be ten (10) days) or such amount of time as is <br />reasonable given the circumstances. Under this Agreement Your <br />failure to pay any amount when due under this Agreement (after <br />Texa,r Gen Pror . rer 021610 <br />EchoSi n Transaction Number: KLPS276463X37 <br />t& Document Integrity Verified Q~ - 9 <br />