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DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 <br /> Support Agreement Orange County, NC <br /> 2.5 Planet may invoice Customer for reasonable out-of-pocket expenses necessarily and <br /> actually incurred in the performance of the Services provided that Planet has previously <br /> provided a reasonable estimate of the out-of-pocket expenses and Customer has approved <br /> Planet's estimate of expenses. <br /> 3. Reporting <br /> Planet shall provide Customer with monthly and quarterly invoicing reports summarizing all <br /> invoice activity for the period in question unless agreed otherwise by the parties. <br /> 4. Confidentiality <br /> Customer and Planet Technologies Inc. recognize that each may, from time to time, in <br /> connection with the performance of this Agreement, disclose confidential information to the <br /> other party. "Confidential Information" means any and all information provided under this <br /> Agreement by one party (the "Discloser') to the other party (the "Recipient") that, by its nature, <br /> Recipient could reasonably assume is confidential or proprietary information. Confidential <br /> Information shall include, but is not limited to, trade secrets, computer programs, software, <br /> documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, <br /> customer information, employee information, financial information, and confidential or <br /> proprietary information concerning Planet Technologies, Inc. or Customer organization. <br /> Recipient agrees to not disclose, distribute, reproduce, or use Discloser's Confidential <br /> Information other than in the course of its duties under this Agreement. Recipient agrees to <br /> protect Discloser's Confidential Information by use of at least the same degree of care (but no <br /> less than a reasonable degree of care) it uses to protect its own confidential information of <br /> similar character. Recipient may disclose Discloser's Confidential Information only to those <br /> individuals or parties who have a "need to know", provided that such individuals or parties are <br /> under binding obligations of confidentiality substantially similar to those set forth in this <br /> Agreement. The provisions contained under this Section shall survive any termination or <br /> expiration of this Agreement or any Statement of Work. <br /> 5. Indemnification <br /> The Parties agree to indemnify, defend, and hold each other and their successors, officers, <br /> directors, affiliates and employees harmless from any and all actions, causes of action, claims, <br /> demands, costs, liabilities, expenses and damages (including attorneys' fees) arising out of, or in <br /> connection with any claim that, if true, would constitute a breach of their respective obligations <br /> under this Agreement. <br /> Proposal I Page 12 of 15 (:w1anet <br /> Technologies <br />