2018-238 AMS - CCG Systems Faster Asset Solutions

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e. Binding Effect &Definitions The Customer twits that this Agreement binds the named Customer and each of its employees, agemi, representatives, and perverts associated with it. gTis Agreement further binds each affiliated organization and any Iverson, firm, corporation, or other commission with which the Customer may enter ajoint venture or other cooperative enterprise. The tam employee means individual on whose behalfthe Customer withholds income taxes or makes contributions under the formal humorous contributions act or eimibr stuMes in other nations. 5. Exdonion of Imidental, Consequential and Certain Other Damages Neither FASTER nor its suppliers stall be liable for any special, incidental, indirect punitive or consequmfial damages wising out of me use of or inability to use the FASTER componenm or the amount services, arthe provision ofor miluse to provide support services under this Agreement. 6. Limitation ofLigbility Consumer agrees that FASTERS liability to Customer or any thud parry due to negligent pmRssional acre, errors or omissions or breach of convect by FASTER will be limited to an aggregate of FASTER's WW me. 1. Confidential Information "Confidential Informmlon" means the terms of this Agreement, the Services, any software provided by FASTER or Customer under this Agreement, the lowon identifiers and passwords providad to Customer and is Aumorimd Dsem, the fees charged under this Agreement, materiels marked confidential by Customer or FASTER and any otter information conveyed under this Agreement in writing or orally that u designated confidential or by me circumstances in which it is provided. Each party acknowledges and agrees met; (a) the Confidential Information constitutes trade eecreta of the patty owning such Confidential Information; (b) it will use Confidential Information of the other parry, solely in accordance with the provisions of this Agreement; am (c) it will not disclose, or permit to be dimlosed, the Confidential Information of the other parry to any third parry without the disclosing party's prior written consent. Each parry will take all reasonable precautions necessary to safeguaed the confidentiality of the other party's Confidential Information includin& at a minimum, those precautions taken by a parry to pimento ion own Confidential Information of a similar natore, which will in no event be lew than a actionable degree of cent. Confidential Information will not include information that is (a) publicly available through no fault of his receiving parry; (b) already in me other party's possession and not subject to a confidentiality obligation; (c) obtained by the other party from any source without breach of any obligation of wnfidwattlay; or (d) independently developed by the other perry without reference to the disclosing party's Confidential Information. Either perry may disclose such Conftdenful Information as at required to be disclosed by order of a court or other governmental entity; provided reasonable notice is given to the party owning such Confidential Information so that such parry, may chdlenge the disclosure or obtain a protective order or other equitable relief The obligations in this section as to Confidential Information shell continue for a period of five years following termination of this Agreement. 8. Term and Terminated The initial term ofth is Agreement shall be for one year from theEffective Date. ABar expiration of the initial term, Customer's Servieec included in this AgrcemeM shall automatically renew for suc"ohm no-yw swivels the initial ream and each renewal term, a "Term ^) unless either party provides wrinen notice ofno r- renewal at least 60 days prior M commencement of the applicable renewal term. Tbe costs for Services in this agreement will increase by 3 % (three percent) much year The parties will work in good faith to allow for each party to unwind this relationship if nomination access fleu®N 10117 5