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operation or possession of the Software, or any
<br />part thereof, but excluding any taxes based upon
<br />Farragut's income. This provision does not apply
<br />to any taxes for which Customer is exempt and for
<br />which Customer has furnished Farragut with a
<br />valid tax exemption certificate authorized by the
<br />appropriate taxing authority.
<br />5. Customer's Responsibilities.
<br />5.1 Independent Determination. Customer
<br />has independently determined that the Software
<br />provided under this Agreement currently meets
<br />Customer's requirements.
<br />5.2 Cooperation.
<br />a) Customer agrees to cooperate
<br />with Farragut and promptly perform Customer's
<br />responsibilities under this Agreement. Customer
<br />will provide timely access to its key personnel and
<br />will timely respond to Farragut's questions relating
<br />to this Agreement or Farragut's performance
<br />under this Agreement.
<br />b) Customer wilt, as applicable, (i)
<br />provide Farragut adequate, timely, safe and
<br />hazard-free access to its personnel, facilities,
<br />equipment, hardware, software, network and
<br />information, subject to Customer's reasonable
<br />security rules; (ii) provide adequate working and
<br />storage space for use by Farragut personnel near
<br />Customer's hardware, software and systems; (iii)
<br />provide Farragut full access to the Software and
<br />sufficient computer time; (iv} follow Farragut's
<br />procedures for placing warranty and Software
<br />Support service requests and determining if
<br />warranty or Software Support remedial service is
<br />required; (v} follow Farragut's instructions for
<br />obtaining support and warranty services; (vi)
<br />reproduce suspected detects, errors or
<br />malfunctions in Software at the request of
<br />Farragut; (vii} provide Farragut with access to the
<br />Software through the internei, VPN or other
<br />connection acceptable to Farragu# that will permit
<br />Farragut to provide warranty and support services
<br />remotely; and, (viii} timely make decisions, notify
<br />Farragut of relevant issues and information, and
<br />grant necessary approvals and/or permissions to
<br />Farragu#.
<br />5.3 Site Maintenance; Proper Storage.
<br />Customer shaii maintain the appropriate operating
<br />environment for the Software in accordance with
<br />normally accepted Industry standards for an office.
<br />environment. Customer shall also maintain all
<br />communications equipment, telephone lines,
<br />electric fines, cabling, modems, air conditioning
<br />and all other equipment and utilities necessary for
<br />the Software to operate properly.
<br />5.4 Use. Customer is exclusively responsible
<br />for supervising, managing and controlling its use
<br />of the Software, including but not limited to,
<br />establishing operating procedures, appropriate
<br />access and permissions, and audit controls,
<br />supervising its employees, providing adequate
<br />network security, making daily backups, inputting
<br />data, ensuring the accuracy and security of data
<br />input and data output, monitoring the accuracy of
<br />information obtained, and managing the use of
<br />information and data obtained. Customer will
<br />ensure that its personnel are, at all times,
<br />educated and trained in the proper use and
<br />operation of the Software. Customer wiA ensure
<br />that the Software is used in accordance with its
<br />Documentation. Customer shah comply with ail
<br />applicable laws, rules and regulations with respect
<br />to its use of the Software.
<br />5.5 8ackuos. CUSTOMER iS
<br />RESPONSiBlrE FOR BACKING UP
<br />CUSTOMER'S DATA, SOFTWARE AND
<br />SYSTEMS. Customer wilt maintain back-up data,
<br />software and systems necessary to replace critical
<br />Customer data, software and systems in the event
<br />of loss, corruption or damage to data, software or
<br />systems from any cause.
<br />6. Conffdentiallnformation.
<br />6.1 Confidentiality. Customer shalt keep in
<br />confidence and protect Farragut Confidential
<br />lrtformaiion from disclosure to third parties and will
<br />restrict its use to uses expressly permitted under
<br />this Agreement. Customer shaii take ail
<br />reasonable steps to ensure that the Confidentiat
<br />Information is not disclosed, copied,
<br />misappropriated or used in any manner not
<br />expressly permitted by the terms of this Agreement.
<br />Customer shall keep the Confidential Information
<br />and all tapes, diskettes, CDs and other physical
<br />embodimenls of the Confidential Information, and
<br />alt copies thereof, ai a secure location and limit
<br />access to those employees who must have access
<br />to enable Customer to use the Software. Each
<br />permitted copy of Confidential Information,
<br />Including its storage media, must be marked by
<br />Customer to include alt notices that appear on the
<br />original. Title, copyright and all other proprietary
<br />rights in and to the Confidential Information at all
<br />times remains vested` exclusively in Farragut. If
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