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b. In the event of a defect in the Services or Tutor.com Property, Client's sole remedy shall be to
<br /> have Tutor.com use commercially reasonable efforts to correct any nonconformity in the
<br /> Tutor.com Property computer code, either by modification to such Tutor.com Property
<br /> computer code, or via workaround. Tutor.com shall have no obligation to correct
<br /> nonconformities resulting from (i) any modifications of Tutor.com Property not authorized by
<br /> Tutor.com; (ii) any use or misuse thereof contrary to Tutor.com's specifications; (iii)
<br /> Tutor.com Property that has been installed or operated in contravention of requirements
<br /> contained in such specifications; (iv) Tutor.com Property that has been obviated by later
<br /> versions, updates, upgrades or releases lacking such nonconformity; (v) Tutor.com Property
<br /> which operates properly in combination with third party software or hardware recommended
<br /> by Tutor.com; or(vi) Tutor.com Property which has been modified by Client or a User not in
<br /> accordance with the Tutor.com's specifications or applicable guidelines.
<br /> 8. Proprietary Rights.
<br /> a. Tutor.com Property. All aspects of the Services, including but not limited to the look and feel
<br /> of the Tutor.com template pages, and all intellectual property and/or proprietary rights therein,
<br /> including without limitation, copyright, moral rights, patent rights (including patent
<br /> applications and disclosures), trademarks, rights of priority, publicity rights, and trade secret
<br /> rights, recognized in any country or jurisdiction in the world, and all session transcripts,
<br /> survey data and usage information, are the sole and exclusive property of Tutor.com (the
<br /> "Tutor.com Property"). The Tutor.com Property includes all changes and addition to the
<br /> Services and all derivatives works thereof. Client acknowledges and agrees that this
<br /> Agreement in no way shall be construed to provide to Client, or any other person or entity, any
<br /> express or implied license to use, copy, reverse engineer, or otherwise exploit the Tutor.com
<br /> Property or Services or any portion thereof (including any intellectual property embodied
<br /> therein) other than as specifically set forth in this Agreement.
<br /> b. Protection of Proprietary Notices. The Client shall not delete or in any manner alter the
<br /> copyright, trademark, or other proprietary notices of Tutor.com, if any, appearing on the
<br /> Services as delivered to the Client. The Client shall reproduce such notices on all copies it
<br /> makes of the Services. The Client shall use commercially reasonable efforts to protect the
<br /> Tutor.com Property and Tutor.com's rights therein and to cooperate in Tutor.com's efforts to
<br /> protect its proprietary rights. The Client shall notify Tutor.com promptly of any known or
<br /> suspected breach of Tutor.com proprietary rights to the Services that comes to its attention.
<br /> 9. Confidentiality.
<br /> a. Except as may be otherwise required by any applicable laws, each Party shall retain in strict
<br /> confidence the Confidential Information of the other Party. Client hereby acknowledges that
<br /> the Tutor.com Property is Confidential Information of Tutor.com, and that Confidential
<br /> Information also includes, without limitation, trade secrets, Tutor.com Property
<br /> documentation, specifications, designs, development plans, business plans, sales projections,
<br /> business records, prices and customer lists. The obligations of confidentiality set forth in this
<br /> Section 9 shall survive termination of the Term. In the event of any breach of the provisions
<br /> of this Section 9, Client agrees that Tutor.com would suffer irreparable harm and shall
<br /> therefore be entitled to obtain injunctive relief against Client in addition to any other rights
<br /> and remedies available to Tutor.com at law or in equity, or otherwise.
<br /> b. Tutor.com acknowledges that Cient is a North Carolina political subdivision and this
<br /> Agreement and any documents, memorandum, data, reports, analyses, compilations, records,
<br /> pricing and evaluation of all or any portion of the transactions contemplated by thei
<br /> Agreeement may be deemed public records and subject to disclosure, in whole or in part,
<br /> Tutor.com Standard Master Service Agreement(MSA)—revised March 2011 Page 3 of 8
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