2015-562-E HR - Selerix Systems, Inc. for ACA Subscription Agreement

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DocuSign Envelope ID:OEOA76BA-2B07-4AD5-99B1-F7542931DD8A (b) Use and Disclosure of Confidential Information. SELERIX acknowledges that in the course of SELERIX's performance of its obligations under this Agreement, SUBSCRIBER may directly disclose to SELERIX SUBSCRIBER's Confidential Information. SELERIX agrees that it will not(i) use any such Confidential Information in any way, for its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this Agreement, or (ii)disclose any such Confidential Information to any party, other than furnishing such Confidential Information to (a) its employees, agents, customers and consultants who are required to have access to the Confidential Information in connection with the exercise of its rights and performance of its obligations under this Agreement and (b) investors, prospective acquirers and professional advisers; provided that such employees, consultants, investors, prospective acquirers and professional advisers are bound by written agreements in accordance with the terms of this Section 2 (b). SELERIX agrees that it will not allow any unauthorized person access to SUBSCRIBER's Confidential Information, and that SELERIX will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or copying of such Confidential Information. In the event that SELERIX is required by law to make any disclosure of any of SUBSCRIBER's Confidential Information, by subpoena,judicial or administrative order or otherwise, SELERIX shall first give written notice of such requirement to SUBSCRIBER, and shall permit SUBSCRIBER to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to SUBSCRIBER in seeking to obtain such protection. (c) Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to SELERIX prior to receipt from SUBSCRIBER directly from a source other than one having an obligation of confidentiality to SUBSCRIBER; (ii) becomes known (independently of disclosure by the SUBSCRIBER)to SELERIX directly from a source other than one having an obligation of confidentiality to SUBSCRIBER; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by SELERIX; or(iv) is independently developed by SELERIX. (d) Exception from Confidentiality Provision Regarding Terms of the Agreement. In addition, except as required by law, neither of the parties to this Agreement will disclose the terms of this Agreement to any other person or entity not a party to this Agreement without the prior written consent of the other party to this agreement, except that a party to this Agreement may disclose the terms of this Agreement to its accountants, advisors, investors, acquirers and/or potential investors or acquirers and their advisors (collectively, "Representatives"), which Representatives have a "need-to-know" solely for the purpose of evaluating, negotiating or documenting a contemplated investment or acquisition; provided, however, that each such Representative is bound by a written agreement(or in the case of attorneys or other professional advisors, formal ethical duties) requiring such Representative to treat, hold and maintain the terms of this Agreement as Confidential Information in accordance with the terms and conditions of this Section 2 (d). (e) Selerix maintains a disaster recovery plan which is reviewed and updated periodically. Subscriber's confidential information will be protected within this plan. 3. Risk of Loss SELERIX shall not be responsible for, and SUBSCRIBER shall bear the risk of, loss during any transmission of SUBSCRIBER's records and data over all communications links and devices. 4. Term Subject to Section 5 below, this Agreement shall commence on the Effective Date and shall continue in effect for twelve (12) months (the "Initial Term"). Upon expiration of the Initial Term, and on each annual anniversary thereafter, this Agreement shall be automatically renewed for an additional one-year period unless either party gives notice of non-renewal to the other party at least thirty(30)days prior to the expiration of the then current term. Notwithstanding the foregoing, however, the term of this agreement shall expire immediately in the event SUBSCRIBER is no longer permitted to use the Licensed Product under the terms of the applicable License Agreement. ACA SUBSCRIPTION AGREEMENT—EMPLOYER AUTHORIZED USER PAGE 3