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differently, and would charge Agency directly for Payment Transactions. Notwithstanding anything to the contrary
<br /> contained herein, OPC shall not have any liability for delays in receipt or processing of Agency information or Payment
<br /> Transactions due to causes beyond its reasonable control, including, without limitation, failures or limitations on the
<br /> availability of third party telecommunications or other transmission facilities or Agency's or Citizen's failure to properly
<br /> enter and /or transmit information.
<br /> 13. CONFIDENTIALITY. The term "Confidential Information" shall mean any and all information which is disclosed
<br /> by either party to the other verbally, electronically, visually, or in a written or other tangible form which is either identified or
<br /> should be reasonably understood to be confidential or proprietary, including but not limited to this Agreement and the
<br /> terms, conditions and pricing contained herein, Agency and Citizen personally identifiable data, the OPC System, and
<br /> OPC and Agency trade secrets, computer programs, software formulas, inventions, techniques, marketing plans,
<br /> documentation strategies, and forecasts. Each party agrees that it will not make use of disseminate, or in any way
<br /> disclose the other party's Confidential Information to any person, firm or business, except as authorized by this Agreement
<br /> and limited to the extent necessary for performance of this Agreement, except that OPC may use information for tax
<br /> collection and other purposes as specifically permitted by federal or state law; may use personal information provided by
<br /> Citizens to establish and maintain individual user accounts requested to be established by such Citizens with OPC for
<br /> purposes of the Services; and may use certain non personally identifiable transaction data and IVR and OPC Website
<br /> traffic information which are compiled in aggregate for the purpose of preparing and distributing statistical reports and for
<br /> public company reporting purposes. Each party agrees that it will disclose Confidential Information of the other party only
<br /> to those of its employees and Suppliers who have a need to know such information and who have agreed to be bound by
<br /> the non disclosure terms and conditions of this Agreement prior to disclosure. Each party agrees that it will treat all
<br /> Confidential Information of the other party with the same degree of care as it accords its own confidential information, and
<br /> each party represents that it exercises reasonable care to protect its own confidential information. However, neither party
<br /> has responsibility for safeguarding the Confidential Information of the other party that is (i) publicly available, (ii) already
<br /> rightfully in such party's possession and not subject to a confidentiality obligation, (iii) obtained by such party from third
<br /> parties authorized to make such disclosure, or (iv) independently developed by such party without reference to or use of
<br /> the Confidential Information of the other party. Notwithstanding the foregoing, the party receiving Confidential Information
<br /> shall not be in violation of this section with regard to a disclosure that was in response to a valid order by a court or other
<br /> governmental body, provided that the receiving party provides the other party with commercially reasonable prior written
<br /> notice of such disclosure in order to permit the other party to seek confidential treatment of such information, and provided
<br /> that the receiving party has been advised by legal counsel that such disclosure is required by law, and such disclosure is
<br /> limited to the minimum extent required by law. Within ten (10) business days following the date of any termination of this
<br /> Agreement or upon expiration, Agency agrees to return all confidential information and materials provided by OPC to
<br /> Agency.
<br /> 14. GENERAL PROVISIONS.
<br /> 14.1 Entire Agreement: Severabilitv: Waiver. This Agreement, together with the attached exhibits constitutes the entire
<br /> agreement between Agency and OPC with respect to the subject matter hereof, and supersedes any prior agreement,
<br /> oral or written, between Agency and OPC and /or its representatives (s) in connection with this Agreement. Agency agrees
<br /> that the failure of OPC to enforce any terms or conditions of this agreement is not a waiver of such or any other terms or
<br /> conditions herein contained. Except as explicitly provided by this Agreement, this Agreement may not be changed or
<br /> amended except by a writing executed by authorized representatives of both parties. If any provision herein is held to be
<br /> invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or
<br /> invalidated in any way. The parties agree to replace any invalid provision that most closely approximates the intent and
<br /> economic effect of the invalid provision.
<br /> 14.2 Remedies. Except as otherwise expressly provided in this Agreement, all remedies available to either party are
<br /> cumulative and not exclusive, and termination, expiration or suspension shall not limit either party from pursuing other
<br /> remedies available at law or in equity.
<br /> 14.3 Assiqnment. This Agreement may not be assigned by either party without the prior written consent of the other
<br /> party, provided, however, that the foregoing shall not prohibit OPC from assigning this Agreement or its rights hereunder,
<br /> nor require the consent of the Agency, in connection with any change of control, corporate reorganization, merger or
<br /> consolidation of Official Payments. Any purported assignment, transfer, or delegation in violation of this Section shall be
<br /> null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable
<br /> by the parties and their respective successors and assigns.
<br /> 14.4 Status of the Parties: SUDDliers. The parties are independent contractors, and nothing herein shall be construed
<br /> to create a partnership, joint venture, franchise, employer employee relationship by or between Agency and OPC. No
<br /> party shall have the authority to commit or bind any other party without such party's prior written consent. Agency
<br /> acknowledges and agrees that certain portions of the Services which enable Payment Transactions may be provided by
<br /> OPC Proprietaty and Confidential Page 7 513012007
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