Agenda - 03-06-2008-4f - Laserfiche WebLink

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6 breach is not cured, or reasonable steps to cure have not been taken, within 30 days after receiving written notice of the breach, the party not in default may, in addition to other rights and remedies then available to it, terminate immediately by giving written notice to the defaulting party specifying the effective date of termination. 8.3) PAYMENT DEFAULT: In the event that the Customer defaults in the payment of any amount due Supplier under the terms of this AGREEMENT and does not cure the default within ten days of written notice of this default by Supplier, Supplier may, in addition to other. rights and remedies then available to it, umediately terminate this AGREEMENT upon giving written notice to the Customer. 8.4) TERMINATION FOR INSOLVENCY: If either Supplier or Customer becomes or is declared insolvent or bankrupt, then this AGREEMENT shall be immediately terminated, without the requirement of any notice to the insolvent or banlaupt party. A party shall be deemed insolvent or bankrupt for purposes of this Section 8.4 in the event that: A. A receiver, liquidator or trustee of a party is appointed by court order and such order remains in effect for more than thirty (30) days; or a case is commenced or a petition is filled against a party under any applicable liquidation, conservatorship, bankruptcy, moratorium, insolvency, reorgan.i7.ation or similar laws for the relief of debtors from time to time in effect and generally affecting the rights of creditors (a "Debtor Relief Law"); or B. A party voluntarily seeks, consents to, or acquiesces in the benefit or benefits of any provision of any Debtor Relief Law, consents to the filing of any petition against it under such Debtor Relief Law; makes an assignment for the benefit of its creditors; admits in writing its inability to pay its debts generally as they become due; or consents to the appointment of a receiver, trustee, liquidator or conservator for it or any party of its property. 9) CONFIDENTIALITY: Supplier shall hold in trust for the Customer, and shall not use or disclose to any other person, firm, or corporation during the term of this AGREEMENT, or at any time thereafter, any confidential information of Customer to which Supplier obtains access in connection with the provision of its services hereunder unless authorized to do so in writing by Customer. Any such disclosure by Supplier or the Supplier's employees without Customer's authorization shall represent a breach of this contract and shall obligate Supplier to appropriate damages. It is agreed that Supplier has access to all confidential Customer data and information maintained by the Supplier. The access and use of this data shall be limited to processing reports, development of new reports or functions and answering of questions for Customers. Confidential information is information that relates to the Customer's research and development, trade secrets or business affairs, or that of any of its customers or affiliates. Confidential information includes all information received by Supplier from Customer except information in the public domain. Customer recognizes that the programs and related documentation represent a valuable asset of the Supplier. Therefore, the Customer agrees not to divulge, give, trade, sell or via any other method, transfer such assets to another individual or organization. Any such action by the Customer or the Customers' employees shall represent a breach of this contract and shall obligate the Customer to appropriate damages. 10) ACCESS TO FILES: 1 West Harris Avenue LaGrange, II 60525 800.888.6035 Fax 708.352.3177 vrww.cdp_ehs.com Page 6 of 10