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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> expenses incurred by Spatialest in connection with any Software and Services rendered. All such fees <br /> shall be included in each relevant sales order. <br /> 3.2 Disputed Charges <br /> If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved <br /> promptly through good faith discussions between the Parties, Customer shall pay the amounts due <br /> under this Agreement less the disputed amount, and the Parties shall diligently proceed to resolve <br /> such disputed amount. An amount will be considered disputed in good faith if(i)Customer delivers a <br /> written statement to Spatialest on or before the due date of the invoice, describing in detail the basis <br /> of the dispute and the amount being withheld by Customer, (ii) such written statement represents <br /> that the amount in dispute has been determined after due investigation of the facts and that such <br /> disputed amount has been determined in good faith, and (iii) all other amounts due from Customer <br /> that are not in dispute have been paid as and when required under this Agreement. <br /> 3.1 Taxes <br /> Fees are exclusive of taxes.Customer shall be responsible for the payment of all sales, use and similar <br /> taxes arising from or relating to the Software and Services provided hereunder, except for taxes <br /> related to the net income of Spatialest and any taxes or obligations imposed upon Spatialest under <br /> federal, state and local wage laws. <br /> 4 CONFIDENTIALITY <br /> 4.1 Confidential Information <br /> During the term of this Agreement, each Party will regard any information provided to it by the other <br /> Party and designated in writing as proprietary or confidential to be confidential ("Confidential <br /> Information"). Confidential Information shall also include information which, to a reasonable person <br /> familiar with the disclosing Party's business and the industry in which it operates, is of a confidential <br /> or proprietary nature.The receiving Party shall hold in confidence, and shall not disclose (or permit or <br /> suffer its personnel to disclose) any Confidential Information to any person or entity except to a <br /> director, officer, employee,outside consultant,or advisor(collectively"Representatives")who have a <br /> need to know such Confidential Information in the course of the performance of their duties for the <br /> receiving Party and who are bound by a duty of confidentiality no less protective of the disclosing <br /> Party's Confidential Information than this Agreement.The receiving Party and its Representatives shall <br /> use such Confidential Information only for the purpose for which it was disclosed and shall not use or <br /> exploit such Confidential Information for its own benefit or the benefit of another without the prior <br /> written consent of the disclosing Party. Each Party accepts responsibility for the actions of its <br /> Representatives and shall protect the other Party's Confidential Information in the same manner as it <br /> protects its own valuable confidential information, but in no event shall less than reasonable care be <br /> Spatialest Master Software and Services Agreement 6 <br />