Cayenta Managed Services Agreement and Schedule A - Kittitas County_Final

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5 give reasonable notice to the disclosing party prior to such disclosure so that the disclosing Party may obtain a protective order or equivalent and provided that the receiving Party shall comply with any such protective order or equivalent; iv. not to disclose or release such Confidential Information to any third person without the prior written consent of the disclosing Party, except for authorized employees or agents of the receiving Party who have a need to know such information for the purpose of performance under this Agreement and exercising its rights under this Agreement, and who are bound by confidentiality obligations at least as protective of the disclosing party’s Confidential Information as this Agreement; v. to take such actions as may be reasonably necessary to enforce its agreements with its employees and agents, including commencing legal proceedings; and vi. that Harris shall promptly notify Customer in writing of any unauthorized release of Customer Data. c. Notwithstanding the foregoing, the Contractor acknowledges that the County must comply with its obligations under the Public Records Act, RCW 42.56. If the County receives a public records request that includes records the Contractor has identified as confidential, the County shall provide notice to the Contractor of the request as soon as practicable in advance of the release of the records. Such notice shall not delay or condition the County’s disclosure obligations under chapter 42.56 RCW. 8. Insurance Harris shall obtain and maintain during the Term, at its sole expense, the following insurance coverage: (a) Workers' Compensation Insurance, with all limits as required in the jurisdiction in which Harris’s personnel are required to be covered by Workers’ Compensation Insurance. (b) Commercial General Liability of not less than $1,000.000 per occurrence and $2,000,000 general aggregate limit. (c) For automobile liability the limits shall not be less than $1,000,000 per third party liability. (d) Technology Errors and Omissions insurance shall not be less than $1,000,000 per occurrence and $2,000,000 in the aggregate. 9. General (a) Mediation. The parties agree to submit any claim, controversy, or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation before bringing a claim, controversy, or dispute in a court or before any other tribunal. The mediation is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the Parties. Such mediator shall be knowledgeable in software system agreements. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either Party notifies the other of its desire to have a dispute be placed before a mediator. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorney’s fees incurred by either Party), is to be shared by the Parties equally. If the Parties are unable to resolve the claim, controversy, or dispute within ninety (90) days after the date either Party provides the other notice of mediation, then either Party may bring and initiate a legal proceeding to resolve the claim, controversy, or dispute unless the time period is extended by a written agreement of the Parties. Nothing in this Section shall inhibit a Party’s right to seek injunctive relief at any time. Each Party shall bear its own attorney’s fees and costs incurred in connection with the mediation.