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(iii) is lawfully received by the receiving Party from a third party without breach of this Agreement,
<br />provided that the receiving Party', is not obligated under separate agreement to hold such information
<br />in confidence; or
<br />(iv) is independently developed by ,or for the receiving Party without access to confidential information,
<br />as evidenced by its records; or
<br />(v) the receiving Party has received written permission from the other Party to disclose; or
<br />(vi) the receiving Party is required to disclose pursuant to a valid order of court or other governmental
<br />body thereof; provided, however, that the recipient of the information shall first give notice to the
<br />disclosing Party and make a reasonable effort to obtain a protective order requiring that the
<br />information and/or documents;so disclosed will be used for the purposes for which the order was
<br />issued.
<br />C. Each Party hereby agrees that all Confidential Information or proprietary rights referred to above shall
<br />remain the exclusive property of the disclosing Party and shall be returned to the disclosing Party promptly
<br />upon request.
<br />D. The provisions of this Section 12 shall remain in effect for a period of three (3) years after the expiration or
<br />termination of this Agreement for any reason.
<br />E. ePlus acknowledges that this Agreement and any documents, memorandum, data, reports, analyses,
<br />compilations, records, pricing and evaluation of all or any portion of the transactions contemplated by this
<br />Agreement may be deemed public records and subject to disclosure, in whole or in part, pursuant to the
<br />North Carolina Public Records Law..; Customer will provide ePlus with prompt notice of any intended
<br />disclosures or requests for disclosure pursuant to the North Carolina Public Records Law and an
<br />appropriate opportunity to seek protection ofthe ePlus' confidential and proprietary information consistent
<br />with all applicable laws and regulations.
<br />13. OWNERSHIP OF WORK PRODUCT AS A RESULT OF SERVICES.
<br />A. Subject to full and final payment, and except for any confidential or proprietary materials in which ePlus or
<br />its suppliers have apre-existing intellectual property interest ("Existing Materials"), any and all analyses,
<br />evaluations, reports, memoranda, letters, processes, methods, programs, and manuals and any
<br />improvements, enhancements, or modifications to any of the foregoing, which are developed, prepared,
<br />conceived, made or suggested by ePlus specifically for Customer as part of, in connection with, or in
<br />relationship to the performance of Services (the."Work Product"), shall be deemed to be a "work for hire"
<br />if consistent with the requirements of Section 101 of the Copyright Act and shall be and remain the
<br />exclusive property of Customer whether or not deemed to be a "work for hire" within the meaning of the
<br />Copyright Act. To that end, any rights, title and ownership interests, including copyright, which ePlus may
<br />have in the Work Product or any tangible media embodying such Work Product are hereby assigned to
<br />Customer.
<br />B. To the extent that Existing Materials are incorporated in Work Products, ePlus grants to Customer a
<br />royalty-free, irrevocable, worldwide, nontransferable, non-exclusive, internal use, perpetual license to use,
<br />modify and prepare derivative works of such Existing Materials and to use and display such Existing
<br />Materials, but only to the extent required to utilize the Work Product in accordance with the any limitations
<br />in this Agreement and as may be sent forth in the relevant SOW. Nothing in this Section 13 B. shall be
<br />deemed to permit Customer to disclose, provide access to, sublicense, disassemble, decompile, reverse
<br />engineer, modify, create derivative works off', or transfer any of ePlus or its licensor's Existing Materials to
<br />a subsidiary, affiliate, or third party without the prior, written consent of ePlus.
<br />C. However, nothing herein shall be construed as limiting ePlus' ownership of any patent, copyright or other
<br />intellectual property or trade secret rights in any information developed independently of this Agreement
<br />even though such information may have been used in connection with the ePlus' performance of its
<br />obligations under this Agreement. Nothing herein shall prohibit the ePlus or its employees or
<br />subcontractors from providing similar services to others and/or from using or disclosing to others the
<br />general knowledge, skill and experience that ePlus and they have developed over the years, including the
<br />general knowledge, skill and experience that ePlus and they develop under this Agreement.
<br />©2010 ePlus Technology, inc.
<br />09/01 / 10
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