23-Deliberate and act on a Resolution repealing Resolution No. 2010-081

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aunwffm~ a. I ATTACHMENT "A" General Provisions 1. What this agreement covers. This agreement covers any performing under this Agreement; and treat the Confidential services You selected on Our website or that We have agreed to information with the same care as it uses to maintain the provide to You. We are not required to perform nor are You required confidentiality of its own Confidential Information, which shall to pay for services that are not in a written or click-thru agreement be at least reasonable care. The party receiving the disclosing that incorporates these terms and conditions. party's Confidential information shall not disclose the 2. Meaning of certain words in this agreement. Confidential Information to any third party without the written consent of the Disclosing Party, except to employees, • "We", "Our", "Us", and similar terms mean MuniServices, LLC. consultants or agents to whom disclosure is necessary to • "You," "Yours" (including in the possessive) means The City of perform this Agreement and who have agreed in writing to Paris. treat the Confidential information according to the terms of this section five, or except if ordered to disclose the • "Scope of Work" means the written statement that: describes Confidential Information by any court or state or federal the services We will provide to You; incorporates these terms agency. All Confidential Information remains the sole property and conditions; and states what You will pay Us for those of the disclosing party. We will hold taxpayer information in services. For this agreement, the Scope of Work is found in strict confidence. Articles I and 11 of the agreement. 5.2 If a party who has received Confidential Information is served • "Confidential information" means each party's products, with a subpoena or other legal process concerning the services, technical data, trade secrets, inventions, processes, Confidential Information, the party who was served shall and constituent information. Any information meeting this promptly notify the other party and shall cooperate with the description is "Confidential Information" even if the disclosing other party, at the other party's expense, in any lawful effort party did not mark the information as "Confidential to contest the validity of the subpoena or other legal process. Information" or did not notify the receiving party that the information was "Confidential Information." Information is not 5.3 The parties agree that a breach of the terms of this section confidential if it: (a) is rightfully known to the receiving party five would result in irreparable injury to the non-breaching prior to receipt from the disclosing party as reasonably party and a remedy in damages would be inadequate. The evidenced by such party; (b) becomes known to the receiving parties agree that in the event of such breach or threatened party from a source other than one who is under an obligation breach, the non-breaching party is entitled to seek an of confidentiality to the disclosing party; or (c) becomes publicly injunction to prevent the breach or threatened breach, in known or otherwise ceases to be confidential other than by an addition to any other remedies available at law or in equity. unauthorized act. 5.4 The obligations in this section five continue for a period of five 3. Our relationship with You. We are an independent contractor years from the date of disclosure of the Confidential and not Your employee or agent. We can perform services for others Information, except that for any trade secrets (as defined by during this Agreement. We are responsible for any subcontractors applicable law), the obligations of confidentiality continue We use in performing services for You and We are solely responsible indefinitely from the date of disclosure and survive the to pay those subcontractors. Nothing in this Agreement is to be termination of this Agreement indefinitely. interpreted as: creating the relationship of employer and employee 5.5 The confidentiality obligations of this section five do not between You and Us or between You and any of Our employees or extend to any information required to be disclosed pursuant agents; or creating a partnership, joint venture between You and Us; to the Texas Open Records Act, the United States Freedom of or designating Us as Your agent. Furthermore, nothing in this Information Act, and similar State Acts, or other public agreement requires Us to give You legal advice or determine Your disclosure acts of the United States or a state or territory legal liabilities and We have no obligation to do so. You agree that thereof. the advice We give is not legal advice. 6. How this Agreement Starts and Ends. This Agreement starts on 4. How We will invoice. We will send You timely invoices for Our the date stated in the introductory paragraph of the Agreement (the services. [If You would like the invoices separated by service, please "Start Date") and continues until terminated or until the expiration send Us an email to that effect and We will separate the invoices.] date stated in Article II - Term. Either party may terminate this Your payment to Us is due within thirty days after You receive Our Agreement: invoice(s). We will charge You interest at the rate of one and one-half a. upon 90-days prior written notice to the other party; or percent (1.5%) per month, or the maximum amount permitted by law, on any amounts You do not pay within those thirty days. We will not b. immediately, upon written notice, if a party has materially charge You for any costs or expenses related to Our services unless breached this Agreement including any Scope of Work and the the Scope of Work for the service specifically says We will charge You non-breaching party has given the breaching party notice of the for costs or expenses. material breach and has given the breaching party thirty days to 5. Treatment of Confidential Information. cure the breach (except in the case of non-payment for which the cure period shall be ten (10) days) or such amount of time as is 5.1 The party receiving the disclosing party's Confidential reasonable given the circumstances. Under this Agreement Your information shall: use the Confidential Information solely for failure to pay any amount when due under this Agreement (after 1 Texas Gen Prov- rev 011610 i It, Document Integrity Verified wmwmwx~ Echosign Transaction Number: xxsV5xxK2Z4M23 174