2014-569-E IT - Exact Byte, Inc. for SM Archiving $3,192

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DocuSign Envelope ID: 2954802F-3DF9-4C1C-80A2-A507C762EF80 confidentiality ofand to cause its Representatives not to disclose and to protect the confidentiality of,any Confidential Information received from Licensoror its affiliates, employees or other agents under this Agreement, including, without limitation, requiring Licensee’sRepresentatives or others with access to the Confidential Information to be subject to confidentiality obligations similar in nature to those imposed by this Agreement and limiting access to the Confidential Information to Licensee’s Representativesona“need to know”basis. AnyConfidential Information may be used by Licensee only in connection with the License granted herein, unless otherwise agreed by the Confidential Information parties in writing. For the purposes of this Agreement, “”shall meanall business, technical, and financial information provided by Licensorto Licensee, including, without limitation, the Software and all accompanying Documentationand all proprietary information relating thereto. Confidential Information shall not include any information which is: (i) at the time of its disclosure previously known by Licensee, as demonstrated by Licensee’s records; (ii) in the public domain or becomes generally known or published through no fault of Licensee; or (iii) lawfully disclosed to Licensee by a third party free to disclose such information. The provisions Section 5 under this shall survive the expiration or termination of this Agreement for any reason for a period of fiveyears.Immediately upon termination or expiration of this Agreement, Licensee agrees to return to Licensoror to delete all Confidential Information provided to Licensee, including copies of any software ordocumentation provided by Licensorto Licensee hereunderand, if requested by Licensor,provide Licensor with a written notice certifying that it has complied with the requirements of this sentence. 6.TRANSFERS . This Agreement, the Licenseand all other rights, licenses, remedies, obligations and liabilities granted hereunder to Licensee may not be transferred or assigned to any other party without the express written consent of Licensor.Any attempted assignment or transfer in violation of this provision shall be void. 7.MUTUAL REPRESENTATIONS AND WARRANTIES . Each party represents and warrants that (i) it is duly incorporated, validly existing and in good standing under the laws of its state of incorporation and has the full corporate power and authority to execute, deliver and perform this Agreement; and (ii) this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 8.DISCLAIMER OF WARRANTY .EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIESWITH RESPECT TO THE WEBSITE, SERVICE AND/OR SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. 9.LIMITATION OF LIABILITY .TO THE EXTENT PERMITTED BY THE LAWS IN YOUR JURISDICTION, AND EXCEPT FOR A BREACH BY EITHER PARTY WITH RESPECT TO SECTIONS15 OR OF THIS AGREEMENT, OR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, NEITHER PARTY OR ITS REPRESENTATIVES SHALL BE LIABLE (i) FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND THE LIKE) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENTOR LICENSEE’S USE OF THE WEBSITE, SERVICE AND/OR -4- Confidential