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  2. Finance Committee - Agenda - 4/15/2020 - P17

Finance Committee - Agenda - 4/15/2020 - P17

By dnadmin on Mon, 11/07/2022 - 13:31
Document Date
Fri, 04/10/2020 - 14:58
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 04/15/2020 - 00:00
Page Number
17
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__041520…

Addencum to Laweon Sohware Customer Agreeren: Masier Terms ans Conditions

8. Anew Section 9.4 is added to the Agreement:

9.4 Hf the receiving Party is required to disclose Confidential information by an order of a court of
competent jurisdiction under Section 9.1(b} above, the receiving Party shall provide the
disclosing Party with notice as soon as reasonably possible of such order. The receiving
Party shall reasonably cooperate, at no expense to the receiving Party, with the disclosing
Party in any effort it undertakes to contest the subpoena or other legal process. In the event of
unauthorized use or disclosure of the disclosing Party's Confidential Information, the
receiving Party shall promptly notify the disclosing Party, and the disclosing Party may
immediately pursue any remedy at law and in equity, including, but not limited to, injunctlve
relief,

10. Anew Section 9.5 Is added to the Agreement:

9.5 Notwithstanding the foregoing, Lawson acknowledges that the Customer is a governmental
entity in the State of New Hampshire and is subject to applicable state and federal laws and
regulations, inciuding but not limited to, NHRSA Chapter 91-A (Right to Know Law) (“the Act”),
and that the Customer may be required te disclose certain information in response to requests
for public information made under the Act. In the event the Customer receives a request
pursuant to the Act, or a judicial or govemmental request, requirement, or order, to disclose
any of Lawson's information that is confidential under this Section, the Customer will promptly
notify Lawson of such request pursuant to the Act, or a judicial or governmental request,
requirement, or order. Lawson shall be solely responsible for initiating any legal action to
prevent or limit the disclosure of the Lawson's Confidential information and for any and all
expenses relating thereto. The Customer will take reasonable and appropriate steps, at no
cost to the Customer, to cooperate with and assist Lawson in objecting to or contesting such
request, requirement, or order. Lawson agrees that uniess Lawson obtains a court order, at its
sole expense, enjoining the release of the requested information, the Customer may release
the requested information on the date specified in the Customer's notice without any liability
to the Customer. This Section 9 and its terms shall survive termination of the Agreement,

11. Section 11 of the Agreement is deleted and replaced in its entirety with the following:

11, No Hire of Certain Empioyees. Customer agrees that unti! one year afier the later of (a) the
termination and non-renewal of the Maintenance Period or (b) the completion of Services, Customer
will not directly hire, employ or contract for services with any employee of the Lawson Group who
Provides Maintenance or Services to any customers, for similar employment with Customer. If
Customer violates this Section 11, Customer will pay Lawson a2 fee of two times the hired employee's
mast recent annual compensation.

12. Anew Section 13.1.4 is added to the Agreement:

13.1.1. Lawson agrees to defend and indemnify Customer and its respective officers, employees and
agents from and against third party claims, actions and suits, for personal injury to, or death
of, any person, or loss or damage to real or tangible personal Property arising aut of, or
resulting from, the grossly negligent acts of Lawson. The provisions of this section shall
survive the termination of this Agreement. The Parties will each use reasonabie efforts to
mitigate their damages.

Customer Agreement: Addendum — Engisi 37)
Agreement No 00604347 0

Revised September 14. 2007

Las! Updaie duly 99. 2008

Page Image
Finance Committee - Agenda - 4/15/2020 - P17

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