2021-02-09-minutes-solid-waste-and-maintenance

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__-J) Elavon of the Receiving Party, including (but not limited to) Confidential Information the return or destruction of which is not technically feasible. 5. No License or Warranty. Nothing in this Agreement is intended to grant or offer any rights to either party under any patent, trademark, copyright, trade secret or other proprietary right of the other party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information of the Disclosing Party except as expressly set forth herein. The Disclosing Party shall not be deemed to make or have made any representation or warranty, expressed or implied, as to the accuracy or completeness of the Disclosing Party's Confidential Information or any portion thereof, all of which is provided on an."as is" basis. 6. Term. This Agreement commences on the Effective Date and shall continue until either party terminates this Agreement by providing thirty (30) days prior written notice of termination to the other party. All of the rights and obligations of each party hereto that by their nature should survive termination or expiration of this Agreement in order to achieve its purposes shall so survive and remain binding upon and for the benefit of the parties hereto. Notwithstanding anything to the contrary herein, (i) the Receiving Party's Confidentiality Obligations shall apply with respect to Confidential information of the Disclosing Party that is not personally identifiable information and does not qualify as a trade secret under applicable law until the earlier of (a) five (5) years following the expiration or termination of this Agreement, and (b) five (5) years following the disclosure of such Confidential Information, (ii) the Receiving Party's Confidentiality Obligations shall apply with respect to Confidential Information of the Disclosing Party that qualifies as a trade secret under applicable law until such time as the information no longer qualifies as a trade secret under applicable law, and (iii) the Receiving Party's Confidentiality Obligations shall apply indefinitely with respect to Confidential Information of the Disclosing Party. that is personally identifiable information. '7. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable and immediate injury to the other party (the amount of which may be difficult to ascertain), entitling the other party to seek injunctive relief in addition to all legal remedies. The Receiving Party further agrees to waive any requirement for the securing or posting of any bond in connection with such injunctive or any other equitable relief. Elavon Inc. Standard Mutual NDA (U.S. FINAL fill-in fonn v.08.07.12) 8. Notice. All notices hereunder shall be in writing and shall be deemed to have been duly given when delivered by messenger, transmitted by facsimile transmission, one day after being mailed by overnight courier, or five days after being mailed by registered or certified mail, postage prepaid, to the addresses contained below. 9. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their respective Affiliates and its and their successors and assigns. This Agreement shall be governed by the laws of the State of Georgia, without reference to conflict of laws principles. Both parties hereby consent and submit to the jurisdiction of the state and federal courts in Fulton County, Georgia in all questions and controversies arising out of this Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to Confidential Information of the other party except as set forth herein. If any provision herein is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and the remaining provisions hereof shall remain'in full force and effect and shall not be affected by such illegal, invalid or unenforceable provision. Any such invalid or unenforceable provision shall be subject to partial enforcement to the extent necessary to protect the intent of the parties hereto. The failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement is the result of both parties' review, discussion and - negotiation, therefore, any uncertainties or ambiguities will not be interpreted against a party by virtue of its actual role in preparing this Agreement. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be signed in one or more counterparts, each of which shall constitute an original of this Agreement and all of which, taken together, shall constitute one and the same Agreement. Additionally, a signed copy or scan of this Agreement shall constitute a signed original. This Agreement may not be assigned by either party without the prior written consent of the other. No permitted assignment shall relieve the Receiving Party of its obligations hereunder with respect to Confidential Information disclosed prior to the assignment. Any assignment in violation of this paragraph shall be void.