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DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370
<br /> correct, replace or provide a work around for such breach, at no charge to Licensee, or in
<br /> Licensor's discretion, provide an equitable refund to Licensee.
<br /> 8.3 Licensor General Warranties. Licensor represents and warrants that Licensor owns, or has all
<br /> necessary rights to, the Licensor Software and Documentation, and has all necessary rights and
<br /> authority to grant the rights granted hereunder to Licensee and to carry out its obligations
<br /> hereunder.
<br /> 8.4 Mutual Warranties. Each Party represents and warrants to the other Party: (a) such Party's
<br /> execution, delivery and performance of this Agreement have been authorized by all necessary
<br /> corporate action, do not violate in any material respect the terms of any law, regulation, or court
<br /> order to which Licensor is subject, do not violate the terms of any material agreement to which
<br /> Licensor is a party, and are not subject to the consent or approval of any third party, (b) this
<br /> Agreement is the valid and binding obligation of such Party, enforceable against Licensor in
<br /> accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or
<br /> other similar laws relating to creditors' rights generally, or general equitable principles, (c) such
<br /> Party is not subject to any pending or, to such Party's knowledge, threatened litigation or
<br /> governmental action which could interfere with such Party's performance of its obligations
<br /> hereunder, and (d) such Party has secured or shall secure all material permits, licenses, regulatory
<br /> approvals and registrations to perform its obligations hereunder.
<br /> 8.5 Disclaimer of Warranty. EXCEPT AS SET FORTH IN SECTIONS 8.1 to 8.4, LICENSOR DOES
<br /> NOT MAKE, AND HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES,
<br /> WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
<br /> TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY,
<br /> NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND SECURE, ERROR-FREE OR
<br /> UNINTERRUPTED OPERATION.
<br /> 9. CONFIDENTIALITY.
<br /> 9.1 Confidentiality Obligations. Each Party acknowledges that Confidential Information may be
<br /> disclosed to the other Party during the course of this Agreement. Each Party agrees that, during
<br /> and following the term of this Agreement, it shall hold in strict confidence the other Party's
<br /> Confidential Information and will take reasonable steps, at least substantially equivalent to the steps
<br /> it takes to protect its own proprietary information, to (a) prevent use of the other Party's Confidential
<br /> Information for any purpose other than to carry out its rights and obligations hereunder, and (b)
<br /> prevent the disclosure of the other Party's Confidential Information, other than to its employees or
<br /> Contractors who must have access to such Confidential Information for such Party to exercise its
<br /> rights and perform its obligations hereunder and who each agree to be bound by agreements with a
<br /> duty of confidentiality no less protective of confidential information than provided herein.
<br /> 9.2 Exclusions. The Parties' obligations set forth in Section 9.1 shall not apply with respect to any
<br /> portion of the Confidential Information that: (a)was in the public domain at the time it was disclosed
<br /> to or observed by the receiving Party; (b) entered the public domain through no fault of the
<br /> receiving Party; (c) is rightfully received by the receiving Party from a third party without a duty of
<br /> confidentiality; (d) is independently developed by the receiving Party without reference to or
<br /> incorporation of the other Party's Confidential Information; (e) is disclosed in accordance with the
<br /> state Public Information Act, except that the receiving Party will disclose only such information as
<br /> is legally required and will use reasonable efforts to obtain confidential treatment for any
<br /> Confidential Information that is so disclosed and will provide the disclosing Party notice of such
<br /> possible disclosure prior to disclosure in order to allow an opportunity for the disclosing Party to
<br /> contest such disclosure; or(f) is disclosed with the other Party's prior written approval.
<br /> 9.3 Return of Confidential Information. Each Party agrees to return to the other Party or, at the
<br /> request and instruction of the disclosing Party, destroy, and certify that it has destroyed, all material
<br /> embodying Confidential Information (in any form or medium and including, without limitation, all
<br /> summaries, copies and excerpts of Confidential Information) at any such time as the disclosing
<br /> Party may so request.
<br /> 9.4 Public Records. Both parties recognize and agree to adhere to North Carolina's public records
<br /> law, set forth at Chapter 132 of the North Carolina General Statutes. Licensor agrees to indemnify
<br /> and hold harmless Licensee and its officers, employees, and agents from all costs, damagers, and
<br /> Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033
<br /> 4821-6909-6038.1
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