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<br /> this Agreement, the, Services and Materials shall be deemed f. If any provision of this Agreement or the application of any provision hereof
<br /> Confidential Information. is held invalid, the remainder of this Agreement and the application of such
<br /> provision shall not be affected unless the provision held invalid shall
<br /> The parties shall not disclose, publish, or otherwise disseminate Confidential P P
<br /> Information to anyone other than those of its employees with a need to know substantially impair the benefits of the remaining portions of this
<br /> or to trusted subcontractors or advisors with a need to know and who have a Agreement
<br /> duty or obligation to maintain the confidentiality of Confidential Information. g, No Unannounced Modifications to Signature Documents. By signing and
<br /> Each party shall take reasonable precautions to prevent any unauthorized use, delivering this Agreement and/or any schedule, exhibit, appendix,
<br /> disclosure, publication, or dissemination of Confidential Information. The amendment, or addendum thereto, each party will be deemed to
<br /> parties accept the Confidential Information for the sole purposes described in represent to the other that the signing party has not made any changes
<br /> this Agreement Each party shall not use Confidential Information otherwise to such document from the final draft provided to the other party for
<br /> for its own or any third parts benefit without the prior written approval of signature unless the signing party has expressly called such changes to
<br /> an authorized representative of the disclosing party in each instance. Upon the other a s attention in writing e. ., b "redlining" the document
<br /> termination of the this A eement, or earlier upon request if there is no P g ( g y g j"
<br /> �' P 9 or by a comment memo or email).
<br /> separate license granted under this Agreement, the receiving party shall either
<br /> return the Confidential Information to the other or shall certify in writing that h . Except as otherwise specifically stated herein, any terms of this Agreement
<br /> such information has been destroyed. The foregoing restrictions on that by their nature extend beyond its termination shall remain in effect
<br /> Confidential Information shall not apply to Confidential Information that is until fulfilled after any such termination, and shall apply to the parties'
<br /> required to be disclosed in connection with any suit, action or other dispute respective successors and assigns. In the event of termination or
<br /> related to the Confidential Information, or otherwise required to be disclosed expiration of this Agreement for any reason, any accrued payment
<br /> obligations and the provisions of Sections 8, 9, and 10 will survive.
<br /> as a matter of law. However, upon receipt of a legal demand for the g
<br /> production of Confidential Information subject to this Agreement the parry i . The employees of Rubicon are not authorized to make modifications to
<br /> receiving such demand shall give prompt notice to the other party and shall this Agreement, or to make any additional representations,
<br /> provide such other party with an opportunity to object before producing the commitments, or warranties binding on Rubicon, except in a writing L'
<br /> Confidential Information. signed by an authorized officer of Rubicon . If any provision of this
<br /> Confidential Information disclosed pursuant to this Agreement shall continue Agreement is invalid or unenforceable under applicable law, then it shall
<br /> to be subject to the terms of this Agreement for a period of three (3) years be, to that extent, deemed omitted and the remaining provisions will
<br /> from disclosure, or with respect to trade secrets for so long as such continue in full force and effect. The validity and performance of this
<br /> Confidential Information is deemed a trade secret under applicable law. Agreement shall be governed by Georgia, USA law (without reference
<br /> b . Subscriber agrees neither it, nor its officers, employees, agents, to choice of law principles), and applicable federal law,
<br /> subsidiaries, assigns or other third parties over whom it has a j . Subscriber acknowledges and agrees that the Rubicon Anti-Trust Policy
<br /> controlling interest will attempt to block by any means whatsoever which may be updated from time to time (" Rubicon Anti-Trust Policy")
<br /> Rubicon's access to Subscriber's rate data in any GDS or Internet site governs Rubicon's performance in connection with this Agreement. A
<br /> or any of Subscriber's competitors data in any GDS or Internet site. copy of the Rubicon Anti-Trust Policy will be provided by Rubicon to
<br /> Subscriber upon written request r
<br /> C. This Agreement sets forth Rubicon's entire liability and Subscriber's
<br /> exclusive remedy with respect to the Services, and is a complete k. Subscriber agrees that any third party in possession of information
<br /> statement of the agreement between Subscriber and Rubicon . There regarding the Subscriber relevant to the MarketVision Agency Position
<br /> are no third party beneficiaries of this Agreement. Headings are (including without limitation, Pegasus and all of their subsidiaries,
<br /> included for convenience only, and shall not be considered in affiliates and other related parties) is authorized to provide Rubicon all
<br /> interpreting this Agreement. This Agreement does not limit any rights information that is now or hereafter comes into such third parry's
<br /> that Rubicon may have under trade secret, trademark, copyright, patent possession regarding Subscriber; any affiliated entity of Subscriber; and `
<br /> or other laws. Rubicon retains all copyrights, trademarks, patents and any entity that is owned, leased , managed, franchised, or represented by
<br /> other intellectual property rights in and to the Services and all Subscriber. I,
<br /> modifications thereof, whether or not made at the request, suggestion I . In no event shall either party be liable for any failure or delay in
<br /> or direction of Subscriber or with the assistance of Subscriber. performance due to causes or circumstances beyond its reasonable
<br /> d . This Agreement does not constitute and shall not be construed as control and without its fault or negligence (including, but not limited to,
<br /> constituting a partnership or joint venture between Rubicon and Acts of God, acts of the public enemy, acts of the United States of
<br /> Subscriber. Neither party shall have the right to obligate or bind the America, or any state, territory or political division of the United States
<br /> other party in any manner whatsoever. Nothing herein contained shall of America, or of the District of Columbia, fires, floods, or other
<br /> give, or is intended to give, any rights of any kind to any third persons, natural disaster, communication line failures, and/or freight embargoes) .
<br /> The party claiming such a failure or delay must promptly notify in
<br /> e. A party's failure at any time to enforce any of the provisions of this writing the other party of such failure or delay.
<br /> Agreement or any right with respect thereto, will not be construed to
<br /> be a waiver of such provision or rights, nor to affect the validity of this
<br /> Agreement. The exercise by a party of any rights provided by this
<br /> Agreement shall not preclude or prejudice the exercise thereafter of
<br /> the same or other rights under this Agreement.
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<br /> MV06201 I USD MarketVision Subscription Agreement
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