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SECTION 5 - CONFIDENTIALITY/ NONDISCLOSURE <br /> 5.1 Customer shall take all necessary and reasonable steps to keep the Licensed Software under <br /> adequate security to ensure that no unauthorized access, copies or use is made thereof, and to <br /> protect the confidentiality of the Licensed Software. <br /> Owner acknowledges that Customer is a local government and a political subdivision of the State of <br /> North Carolina and as such is subject to the Public Records laws of the State of North Carolina. <br /> Customer's agreement contained in this paragraph to protect Owner's Licensed Software does not <br /> require Customer to violate any such laws and does not require Customer to litigate and pay for the <br /> litigation of its right to withhold access, copies, use or confidentiality of the Licensed Software. <br /> Customer agrees to notify Owner of any claim it receives, under the Public records laws of North <br /> Carolina, for access, copies or use of the Licensed Software and agrees that Owner may, at its <br /> election and expense, defend the claim in Customer's name provided Owner agrees in writing, <br /> before undertaking such a defense, to indemnify and hold Customer, its officials and employees, <br /> harmless from any consequence of the defense. Nothing in this section requires Customer, its <br /> officials or employees, to subject itself and themselves to criminal liability and each may <br /> independently act in good faith to protect itself and themselves from criminal liability. <br /> Customer is not responsible, in money damages, for the access, use, or copying of the Licensed <br /> Software that is not authorized by Customer. Customer agrees, in good faith, to take all reasonable <br /> steps to prevent the unauthorized use or transfer of the Licensed Software. <br /> 5.2 Customer agrees to notify Owner as soon as possible of the existence of circumstances <br /> surrounding any unauthorized knowledge, possession or use of the Licensed Software or any part <br /> thereof by any unauthorized individual or party. <br /> 5.3 In the event that Owner should terminate this contact of service and fails and/or refuses to <br /> offer support and maintenance service for the software mentioned herein to Customer while Owner <br /> offers such service to other units of government, or Owner shall fail and/or refuse to offer support <br /> and maintenance service for the software herein to Customer whether for reasons of bankruptcy, <br /> receivership, termination of business or for any other reason not herein mentioned, the Customer <br /> shall be entitled to receive the source code system documentation. Owner shall provide, at no cost <br /> to Customer, the source code system documentation. <br /> Owner agrees to make an escrow delivery of the source code system documentation to <br /> �� �•� upon the execution of this contract. The escrow agent shall provide <br /> the source code system dbcumentation to Customer in the event Owner is unable to do so by reason <br /> of bankruptcy., receivership, termination of business or any other reason not herein mentioned. <br /> SECTION 6 - TERM AND TERMINATION <br /> 6.1 This Agreement shall be in effect for the term designated on the face side hereof or until <br /> terminated as provided herein. <br /> 6.2 In the event of a material breach or default by the Customer in the performance of this <br /> Agreement, Owner shall give written notice to the Customer specifying the nature and extent of the <br /> 6 <br />