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subject to an increase equal in amount to any tax FASTER may be required to collect, or pay,
<br />upon the sale or delivery of items purchased or licensed. If a certificate of exemption, or similar
<br />document or proceeding, is to be made in order to exempt the sale from sales or use tax liability,
<br />the Customer will obtain and pursue such certificate, document or proceeding.
<br />
<br />4. Proprietary Rights of FASTER
<br />a. Nature of Rights and Title: Customer recognizes that all computer programs, system
<br />documentation manuals, and other materials supplied by FASTER to Customer are subject to
<br />the proprietary rights of FASTER. Customer agrees that the programs, documentation, and all
<br />information or data supplied by FASTER, in machine-readable form are trade secrets of
<br />FASTER, are protected by civil and criminal law, and by the law of copyright, are very
<br />valuable to FASTER, and that their use and disclosure must be controlled. Customer further
<br />understands that operator manuals, training aids, and other written materials are subject to the
<br />copyright act of the United States.
<br />Title: FASTER retains title and all intellectual property rights to all programs, documentation,
<br />information or data furnished by FASTER in machine-readable form, and training materials.
<br />
<br />Customer shall keep each and every item to which FASTER retains title free and clear of all
<br />claims, liens and encumbrances except those of FASTER; and any act of Customer, voluntary
<br />or involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be
<br />void.
<br />b. Restrictions on Customer Use: The computer programs and other items supplied by FASTER
<br />hereunder are for the sole use of Customer and Customer’s employees/agents.
<br />i. Competitive Uses: Customer agrees that while this agreement is in effect or while it has
<br />custody or possession of any property of FASTER, it will not directly or indirectly lease,
<br />license, sell, offer, negotiate, or contract to provide any software similar to that supplied
<br />hereunder for any third party, but this clause shall not be construed to prohibit Customer
<br />from acquiring, for its own use, software from third parties. Customer agrees that while
<br />this Agreement is in effect, or while it has custody or possession of any property of
<br />FASTER, it will not:
<br />1. Copy or duplicate, or permit anyone else to copy or duplicate, any physical or
<br />magnetic version of the programs, documentation, or information furnished by
<br />FASTER in machine-readable form.
<br />2. Create or attempt to create, or permit others to create or attempt to create, by reverse
<br />engineering or object program or otherwise, the source programs, or any part thereof,
<br />from the object program or from other information made available under this
<br />Agreement or otherwise, (whether oral, written, tangible, or intangible). Customer
<br />may copy for its own use, and at its own expense, operator manuals, training
<br />materials, and other terminal copies made for their distribution.
<br />ii. Demonstrations. Due to the proprietary nature of FASTER’s Fleet Management System,
<br />Customer agrees not to demonstrate or show this system to any competitors, or consultants
<br />that work with competitors, of FASTER.
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