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ROUTEWARE
City of Pleasanton
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ROUTEWARE
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Last modified
4/7/2026 10:26:41 AM
Creation date
12/18/2024 11:59:51 AM
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CONTRACTS
Description Type
Professional Services
Contract Type
New
NAME
ROUTEWARE
Contract Record Series
704-05
Munis Contract #
2025385
Contract Expiration
6/30/2026
NOTES
SOFTWARE SUPPORT
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Page 7 of 10 REV. 06/15/2024 <br />9. TERM AND TERMINATION <br />9.1 Term of Agreement. The Agreement begins on the Effective Date and continues until terminated pursuant <br />to this Section 9. <br /> <br />9.2 Termination Rights. The Agreement (including any of the Incorporated Agreements) may only be <br />terminated as follows: <br />(a) by mutual, written agreement of the parties; <br />(b) by either party if the other party materially breaches the Agreement, and does not cure the breach <br />within 30 days after receiving written notice from the non‐breaching party; <br />(c) at the end of the last active License Period pursuant to Section 3.2 ; <br />(d) by either party if the other party makes a general assignment for the benefit of creditors, suffers or <br />permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to <br />any proceeding under the U.S. Federal Bankruptcy Act or any other foreign or domestic statute, law, rule <br />or regulation relating to insolvency or the protection of rights of creditors, which proceeding is not <br />dismissed within sixty (60) days. <br /> <br />9.3 Effect of Termination. Upon any termination of this Agreement, without prejudice to any other rights or <br />remedies which the parties may have, the following applies: <br />(a) Customer shall immediately cease all use of all Hardware and all Software and delete or return to <br />Company all copies of Software in Customer’s possession; <br />(b) all other rights and obligations immediately cease, except that Sections 2.2, 3.3, 5, 7.3, 8, 9.3, and <br />10 of the MSLA, and Sections 5.1, 6, 7, 8, 9, and 10 of the Professional Services Agreement (if the PSA is <br />an Incorporated Agreement) shall survive termination; <br />(c) upon written demand, each party as a receiving party will return or destroy all of the other party’s <br />Confidential Information; and <br />(d) Customer will immediately pay Company any undisputed amounts still outstanding. For clarity, <br />undisputed amounts include all payments owed by Customer during the entire term of the Agreement. <br /> <br />10. CONFIDENTIAL INFORMATION; PUBLICITY <br />10.1 Confidential Information. Both parties recognize that they may each receive (as a “Recipient”) from the <br />other (as a “Discloser”) certain confidential and valuable proprietary information that is identified pursuant to <br />the terms of this Section 10 as confidential (collectively, the “Confidential Information”). Both parties agree to <br />identify any Confidential Information as follows: if written, with a written legend that says “confidential” or a <br />similar term; or if verbal, by identifying the information as confidential when disclosed, and then sending the <br />Recipient a written confirmation of that confidential status within thirty (30) days after disclosure. <br />Notwithstanding the foregoing, all pricing, Documentation and Software are Company Confidential Information. <br />A Recipient will not, without the Discloser’s prior written consent, disclose Confidential Information to any <br />person other than those of its employees, independent contractors or consultants who need to know it for the <br />purposes of this Agreement and who are bound by confidentiality agreements with the Recipient that are at <br />least as protective as this section. A Recipient may only use Confidential Information for the purpose of this <br />Agreement. A Recipient will handle any Confidential Information with the same care as it does its own <br />confidential information, but in any event no less than reasonable care. None of the provisions of this section, <br />however, apply to any Confidential Information that meets any one of the following criteria: <br />(a) information possessed by the Recipient without restriction prior to receiving it from the Discloser, <br />provided that the Recipient can demonstrate such possession was obtained lawfully; <br />(b) information that the Recipient developed independently and without use of or reference to the <br />Confidential Information, as documented by its written records; <br />(c) information that the Recipient receives from another party who is not in breach of any of that <br />party’s obligations as a result of that disclosure; or <br />(d) information that the Discloser intentionally discloses to any other party without any restriction on <br />confidentiality. <br /> <br />Docusign Envelope ID: CA8705DF-3575-4273-B3E5-0EF60EBEB3C1
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