23-15 Buzz1441 Agreement.pdf

may include but are not limited to travel, meals, lodging, postage, printing, secretarial and similar administrative or operating expenses. Out-of-pocket expenses will be payable upon invoicing by the Consultant. The aggregate of all costs and expenses for a calendar year will not exceed $250.00 without the Township’s written consent. 4, TERM 41 This Agreement will become effective as of the Effective Date and will, unless sooner terminated as set forth herein, remain effective through the end of the calendar year 2015. 5. TERMINATION $.1 5.2 6.1 6.2 Notwithstanding the foregoing, the Agreement may be terminated by either party immediately upon notice to the other party if the other party: (a) has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy; (b) engages in any unlawful business practice related to that party’s performance under the Agreement; (c) breaches any of its obligations under the Agreement in any material respect, which breach is not remedied within 10 days following written notice to the breaching party; (d) if Perry Bashkoff ceases to be a majority owner and/or primary consultant as set forth in Section 1.3; or (e) if the Consultant maintains and/or administers the Township’s social media profiles in a manner inconsistent with that set forth in Section 1.2.1.1. Upon termination, neither party shall have any further obligations under this Agreement, except for the obligations which survive this termination as noted in Section 11.8 hereof. MUTUAL NON-DISCLOSURE Disclosure of Confidential Information. Each party hereto and/or such party’s affiliates or representatives (“Discloser”} may, from time to time, disclose to the other party and/or its affiliates or representatives (“Recipient”) certain Confidential Information (as defined below) for the purpose of carrying out the obligations set forth in this Agreement (the “Purpose”). As set forth more fully below, it shall be the obligation of the Discloser to advise the Recipient when Confidential Information is being disclosed. Definition of Confidential Information. As used herein, “Confidential Information” means, collectively, any information from the Township which is subject to an exception from public

being disclosed. Definition of Confidential Information. As used herein, “Confidential Information” means, collectively, any information from the Township which is subject to an exception from public disclosure under the New Jersey Open Public Records Act, N.J.S.A. 47:1A-1, et seq., and/or information from Consultant regarding materials provided that at the time of disclosure are designated by the Discloser as confidential or proprietary. For example and without limitation, Confidential Information shall include (a) any technical and non-technical information and materials related to Discloser’s business and Discloser’s current, future and proposed products and services, including information concerning research, development, design details and specifications, trade secrets, financial information, software (whether in source code or object code form) engineering information, customer lists, business strategy and forecasts, sales information and marketing plans and (b) any information and materials Discloser has received. from third parties which Discloser is obligated to treat as confidential or 3