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<br /> Official Payments Corp 7
<br /> B Notwithstanding the fact that confidential information may be disclosed, it is understood and agreed that all such information shall
<br /> remain the property of the disclosing party and no use shall be made of such information except as is required by the terms of the
<br /> business relationship between the parties in accordance with the instructions,and with the consent of the disclosing party.
<br /> C. Neither party shall copy, photograph, photocopy or in any other manner reproduce or cause reproduction to be made of any plans,
<br /> specifications, formulae, instructions or any other document or information furnished to it without the express written permission of
<br /> the other party. Neither party will disclose any verbal confidential information which may be communicated to it. Immediately upon
<br /> termination of the business relationship between the parties,whatever may be the reason for such termination,or at the request of
<br /> either party,each party shall return to the other all plans,equipment,specifications,formulae,instructions and any other documents
<br /> or information delivered or communicated to it by the other party.
<br /> D. Notwithstanding anything to the contrary herein before set forth or implied, the obligations of non-use and maintenance of
<br /> confidentiality shall not apply to any information:
<br /> 1) which,at the time of disclosure,is part of the public domain;
<br /> 2) which,at the time of disclosure,is already known to the recipient thereof or its employees;
<br /> 3) which,subsequent to the time of disclosure,becomes part of the public domain by reason of authorized publications;or
<br /> 4) which is required to be released,as a direct result of the issuance of court orders or subpoenas,or as may be directed by
<br /> Card issuing banks,Card associations,or any other ruling or regulatory agencies having any jurisdiction over either party,
<br /> or as a result of their published rules and/or regulations,except as prohibited by law.
<br /> E. These non-disclosure provisions shall survive the termination of this Agreement.
<br /> 9. INDEMNIFICATION
<br /> A. OPC agrees to indemnify and hold the GOVERNMENT ENTITY,its governing body and member,directors,officers,employees and
<br /> agents("GOVERNMENT ENTITY Parties")harmless from and against any and all liability,demands,claims,actions,loses,interest,
<br /> costs of defense,and expenses(including reasonable attorney's fees)which arise out of its acts or omissions in connection with this
<br /> Agreement,except for the GOVERNMENT ENTITY Parties'negligence or willful misconduct.
<br /> B. GOVERNMENT ENTITY agrees to indemnify and hold the OPC, its directors, officers, employees and agents ("OPC Parties")
<br /> harmless from and against any and all liability,demands, claims,actions, loses, interest, costs of defense, and expenses(including
<br /> reasonable attorney's fees)which arise out of its acts or omissions in connection with this Agreement, except for the OPC Parties'
<br /> negligence or willful misconduct.
<br /> C. These indemnification and hold harmless provisions shall survive the termination of this Agreement.
<br /> 10. THIRD PARTY BENEFICIARIES
<br /> Notwithstanding mutual recognition that use of the System under this Agreement may provide some aid or assistance to members of the
<br /> GOVERNMENT ENTITY's population,it is not the intention of either the GOVERNMENT ENTITY or OPC that such individuals occupy the
<br /> position of intended third party beneficiaries of the obligations assumed by either party to this Agreement.
<br /> 11. NOTICES
<br /> A. MAILING OF NOTICES
<br /> All notices,requests,demands and other communications under this Agreement which are required to be in writing shall be deemed
<br /> as having been duly given on the date of service, if served personally on the party to whom notice is to be given, or on the date of
<br /> mailing, if mailed to the party to whom notice is to be given,by first class mail,registered or certified, postage prepaid,and properly
<br /> addressed as follows:
<br /> IF TO GOVERNMENT ENTITY: Orange County
<br /> Department of Revenue
<br /> 200 South Cameron Street
<br /> Hillsborough,NC 27278
<br /> IF TO OPC: Official Payments Corp.
<br /> Three Landmark Square
<br /> Stamford,CT 06901
<br /> B. CHANGE OF ADDRESS
<br /> Either party may change the address at which notice may be given by giving ten(10)days prior written notice of such change to the
<br /> other party.
<br /> Official Payments Corp.,Stamford,CT
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