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3.4 Confidential Information Client will provide PNP with prompt written notice so that PNP
<br /> 3.4.1 Any Confidential Information provided by PNP to Client may seek a protective order or other appropriate remedy or
<br /> pursuant to this Agreement will remain the exclusive property of waive compliance with the confidentiality provisions of this
<br /> PNP. Client will disclose such Confidential Information only to Agreement.
<br /> those of its representatives and employees who need to know
<br /> such Confidential Information for purposes of performing this 3.6 Failure to Comply
<br /> Agreement, who are informed of the confidential nature of the If Client fails to comply with any of its obligations pursuant to this
<br /> Confidential Information and who agree, for the benefit of PNP, Section 3, PNP will have the right to immediately terminate this
<br /> to be bound by the terms of confidentiality in this Agreement. Agreement by providing written notice of such termination to
<br /> Client will, and will cause each of its representatives and Client.
<br /> employees, to keep confidential and not to disclose in any
<br /> manner whatsoever any Confidential Information provided by 3.7 Survival
<br /> PNP pursuant to this Agreement, and not to use such The rights and obligations of the parties provided for in this
<br /> Confidential Information,in whole or in part,directly or indirectly, Section 3 will survive any expiration or termination of this
<br /> for any purpose at any time other than for the purposes Agreement or its term.
<br /> contemplated by this Agreement. Notwithstanding the
<br /> foregoing, if Client is a city, county, township or similar entity, or SECTION 4 WARRANTIES; DISCLAIMER
<br /> government agency or department thereof, Client may disclose
<br /> Confidential Information as necessary to comply with applicable
<br /> public records laws. 4.1 Warranties
<br /> 4.1.1 Each party represents and warrants that it has the full
<br /> 3.4.2 For purposes of this Agreement, "Confidential legal right,authority and power to enter into this Agreement and
<br /> Information" means all nonpublic or proprietary information of perform its obligations hereunder.
<br /> PNP, including proprietary, technical, development, marketing, 4.1.2 PNP represents and warrants that the Services will be
<br /> sales, operating, performances, cost, know-how, business and provided in a professional,workman-like manner consistent with
<br /> process information, computer programs and programming industry standards.
<br /> techniques, security features(including, without limitation, multi-
<br /> level access and log-in features, audit trail setup, interfaces 4.2 Disclaimers
<br /> between the Counter Module and the Internet or IVR Modules), 4.2.1 PNP does not represent that Client's or its Customers use
<br /> all record bearing media containing or disclosing such of the Services will be uninterrupted or error-free, or that the
<br /> information and techniques, and anything marked confidential, system that makes the Services available will be free of viruses
<br /> that is disclosed by PNP to Client pursuant to this Agreement. or other harmful components resulting from the Internet or any
<br /> Confidential Information also includes the terms and conditions third party providers or products outside the control of PNP.
<br /> of this Agreement.
<br /> 4.2.2 EXCEPT FOR THE WARRANTIES EXPRESSLY SET
<br /> 3.5 Exclusions FORTH IN THIS SECTION 4, PNP DISCLAIMS ALL
<br /> The term Confidential Information will not apply to information WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR
<br /> that; (a) is or becomes generally available to the public other OTHERWISE, INCLUDING, WITHOUT LIMITATION,
<br /> than as a result of a disclosure by Client in breach of this WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br /> Agreement; (b) was within Client's possession prior to its PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE
<br /> disclosure by or on behalf of PNP, provided that the discloser of SERVICE IS PROVIDED TO CLIENT ON AN "AS IS"AND "AS
<br /> such information was not known by Client to be bound by a AVAILABLE"BASIS,AND IS FOR COMMERCIAL USE ONLY.
<br /> confidentiality agreement with, or other contractual, legal or
<br /> fiduciary obligation of confidentiality to, PNP with respect to
<br /> such information; (c) becomes available to Client on a non-
<br /> confidential basis from a source other than PNP, provided that
<br /> such source is not known by Client to be bound by a
<br /> confidentiality agreement with, or other contractual, legal or
<br /> fiduciary obligation of confidentiality to, PNP with respect to
<br /> such information;or(d)is developed independently by Client,as
<br /> demonstrated by the written records of Client, without use of
<br /> such information. The confidentiality obligations of Client
<br /> pursuant to this Agreement will not apply to any Confidential
<br /> Information of PNP that Client is legally compelled to disclose.
<br /> in the event Client becomes legally compelled to disclose any
<br /> Confidential Information provided pursuant to this Agreement,
<br /> PNP E-Payment Services Agreement v2.0 rev 071008 3
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