10B Action 2011 0606 - Laserfiche WebLink

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9. Confidentiality; Dissemination of Information. During the Term, each Party shall obtain the consent of the other Party prior to issuing or permitting any of its officers, employees or agents to issue any press release or other information to the press with respect to this Agreement; provided however, no Party shall be prohibited from supplying any information to its representatives, agents, attorneys, advisors, financing sources and others to the extent necessary to accomplish the activities contemplated hereby so long as such representatives, agents, attorneys, advisors, financing sources and others are made aware of the terms of this Section. Further, the Parties shall not release or disclose the contents of any study or report prepared for the Project without the written consent of the other Party. Nothing contained in this Agreement shall prevent either Party at any time from furnishing any required information to any governmental entity or authority pursuant to a legal requirement or from complying with its legal or contractual obligations. 10. Execution of Disposition and Development Agreement. If the Parties successfully negotiate a License, City Manager shall promptly recommend approval of the License to the City Council. The City shall have no legal obligation to grant any approvals or authorizations for the Project until the License has been approved by the City Council. 11. Termination. This Agreement may be terminated at any time by mutual consent of the Parties. City shall have the right to terminate this Agreement upon its good faith determination that OSlsoft is not proceeding diligently and in good faith to carry out its obligations pursuant to this Agreement. City shall exercise such right by providing at least ten (10) days' advance written notice to OSlsoft which notice shall describe the nature of OSlsoft's default hereunder. Notwithstanding the foregoing, if OSlsoft commences to cure such default within such 10 -day period and diligently prosecutes such cure to completion within the earliest feasible time but not later than thirty (30) days following the date of the notice, this Agreement shall remain in effect. OSIsoft shall have the right to terminate this Agreement, effective upon 10 days' written notice to City, if the results of its investigation into the feasibility of the Project are unsatisfactory or if OSlsoft is unable to obtain other necessary approvals, rights or interests. Neither Party shall have the right to seek an award of damages as a result of the termination of this Agreement pursuant to this Section. 12. Effect of Termination. Upon termination as provided herein, or upon the expiration of the Term and any extensions thereof without the Parties having successfully negotiated a License, this Agreement shall forthwith be void, and there shall be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, the provisions of Section 8 (Expenses), Section 9 (Confidentiality), Section 14 (Hold Harmless) and Section 18 (No Brokers) shall survive such termination. Provided further, that upon termination or expiration of this Agreement OSIsoft shall deliver to City, within 15 days of termination or expiration, copies of all of OSlsoft's Studies not previously provided to City. 13. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by 5