Finance Committee - Minutes - 6/6/2018 - P27
14.2 FOIA and Public Disclosure Requests. The
purpose of the relationship between Know6Sed and
Customer is for Customer to purchase a subscription to
KnowBe4’s Security Awareness Training, which contains
software, content, and information for Internet security
awareness training, IT risk management, regulatory
compliance, simulation of security attacks and
vulnerability assessments. The software, web services,
content, and information disclosed is proprietary to
KnowBe4 and is an important business asset of KnowBed
(the “Proprietary information”). The Proprietary
information consists of protected financial deta, trade
secrets and commercially valuable information that, if
disclosed, would harm the competitive position of
KnowBed. In the event of a request for disclosure of
KnowBe4’s information, including any training materials,
Customer will affirmatively respond denying the request
pursuant to the terms of this paragraph and will prornptly,
but no later than (five) 5 business days after raceiving such
request, forward the request on to KnowHe4. Customer
shall not release any such information except pursuant to
written instructions by KnowBed4, or a final un-appeelable
court order, provided that any such disclosure shall be
limited to the minimum necessary to be in compliance
with the request, based upon the opinion of counsel. tf
Customer cannot agree to the foregoing, then Customer is
not permitted access to the Proprietary Inforrnation.
14,3 independent Contractor. KnowBe4, its
personnel, agents, subcontractors and independent
contractors are not employees or agents of Customer and
are acting as independent contractors with respect to
Customer. Neither party is, nor shall be considered to be,
an agent, distributor, partner, joint venturer or
representative of the other party for any purpose, and
neither party shall have the authority to act on behalf of,
orin the name of, or to bind the other party In any manner
whatsoever.
44,4 Force Mojeure. Neither party to this Agreement
shall be liable for delays or failures in performance under
this Agreement (other than the payment obligations or
breach of confidentiality requirements) resulting from acts
or events beyond the reasonable control of such party,
including acts of war, terrorism, acts of God, earthquake,
flood, embargo, riot, sabotage or dispute, governmental
act or falure of the internet, power failure, energy
interruption or shortages, other utility interruption,
telecomroaunications interruption provided that the
delayed party: 4) gives the other party prompt notice of
such cause: and fi) uses its reasonable commercial efforts
to promptly correct such failure or delay in performance.
14.5 Entire Agreement; Construction; Modifications.
This Agreement, including any and all Quotes, constitutes
the entire understanding between the parties related to
this Agreement which understanding supersedes and
merges all prior understandings and all other proposais,
letters, agreemerdts, oral or written. The parties further
agree that there are no other inducements, warranties,
representations or agreements regarding the matters
herein between the partles except as expressly set in this
Agreement. in the event of any conflict between the body
of this Agreement and any Quote, the body of this
Agreement shall control, unless signed in writing by the
parties. In the event that the Customer, or its Users, are
presented with KnowBed click-wrap, the contents of this
Agreement shall supersede any conflicting terms. As used
herein, the term “including” shall mean “including,
without limitation’; the term “Includes” as used herein
shall mean “Includes, without limitation’: and terms
appearing in the singular shall Include the plural and terms
appearing in the olural shall include the singular. This
Agreement may not be modified, amended or altered
any manner except by a written agreement signed by both
parties, and any attempt at oral modification shall be void
and of no effect.
i
LLG Assignment, Customer may not assign its rights
or delegate its duties under this Agreement either in whole
or in part without the prier written consent of KnowBe4.
Any attempted assignment or delegation without such
consent will be void and KnowBe4 may immediately
terminate this Agreement for cause. Except as provided
above, this Agreernent shail apply to, inure to the benefit
of, and be binding upen the parties hereto and their
successors and assigns.
14.7 No Woeiver. The waiver or failure of either party
to exercise any right in ary respect provided for herein
shall not-be deerned to be a waiver of any further right
hereunder.
14,8 CHOICE OF LAW AND VENUE: This Agreement shall
be governed exclusively by the laws of the State of New
Hamoshire and any clair or action brought relating to this
contract, the work performed or contracted to be performed
thereunder, or referable in anyway thereto shall be brought in
Hilisborough County (New Hampshire} Superior Court Southern
Judicial District or in the New Hampshire Sth Circuft Court~
Nashua and not elsewhere. Both parties have the right to seek
injunctive or pre-judgment relief to prevent or enjoin the
risaporopriation, misuse, infringernent, or unauthorized
disclosure of its Confidential Information or Intellectual property
rights. In the event any provision of this Agreement is held by a
tribunal of competent jurisdiction to be contrary to law, the
remaining provisions of this Agreement will remain in full force
and effect.
