2021-409-E-Acid Remap-Protocol application creation and support

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Page 7 of 10 CONFIDENTIALITY NOTICE Not for use or disclosure outside of Acid Remap LLC or Client except as required by law notice of the claim from the Acid Remap Indem- nitees under this Section 7.2(d), (ii) Client has the right to control the defense of such claim and any related settlement negotiations, and (iii) the Acid Remap Indemnitees provide to Client, at Client’s request and expense, with the reasonable assis- tance, information and authority necessary to per- form Client’s obligations under this Section 7.2(d). Notwithstanding the foregoing, Client shall not en- ter into any settlement that requires an admission of wrongdoing or payment by an Acid Remap In- demnitee without the consent of that Acid Remap Indemnitee. In the event that Client declines to per- form its obligations under this Section 7.2(d), Acid Remap may perform those obligations at Client’s expense. This Section 7.2(d) states Client’s entire liability and Acid Remap’s exclusive remedy for any claim of infringement or misappropriation. 8. TERM AND TERMINATION. 8.1 Term. This Agreement shall commence and remain in effect for the term set forth in any Schedule attached as an exhibit to this Agreement, or until terminated in accordance with Section 8.2; provided, that the term shall automatically renew upon continued payment by Client of any fees in- voiced by Acid Remap on a payment period-by- payment period basis unless Acid Remap delivers to Client notice of termination at least thirty (30) days prior to the end of the then current term. 8.2 Termination. Except as otherwise set forth in this Agreement, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days af- ter receipt of written notice, except in the case of failure to pay fees, which must be cured within twenty (20) days after receipt of written notice from Acid Remap or (ii) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or other proceeding relating to insol- vency, receivership, liquidation, or composition for the benefit of creditors. 8.3 Effect of Termination. (a) Upon termination of this Agreement, (i) Client and its Users will immediately cease ac- cess to the Application and (ii) Client shall pay all charges that accrued prior to such termination. (b) In the event of a termination by Acid Remap pursuant to Section 2.1(d) or Section 8.2, all charges payable by Client for the remaining term of this Agreement shall accelerate and shall also be due and payable by Client at the time of the termination. (c) The following provisions shall survive the termination of this Agreement for any reason: Sections 1, 2.1, 2.2, 2.3, 3, 4, 5.3, 5.4, 6, 7, 8.3, 9 and 10. 9. CONFIDENTIAL INFORMATION. 9.1 Confidential Information. In the perfor- mance of this agreement, each party may disclose certain of its Confidential Information to the other party. Each party receiving such information (the “receiving party”) shall hold the Confidential In- formation of the other party (“disclosing party”) in strict confidence and not disclose that Confidential Information to third parties nor use for any purpose not authorized herein, nor permit access to Confi- dential Information, except to those of its employ- ees or authorized representatives having a need to know and who are bound by confidentiality obli- gations at least as restrictive as those contained herein. A party’s “Confidential Information” in- cludes the business plans and strategies, financial information, the terms of this Agreement, software programs and source code documents, proprietary processes, Client Data and any other information which is (i) disclosed to the other party in a writing marked confidential or (ii) a person should reason- ably know is confidential. Upon learning of any unauthorized use or disclosure of a disclosing party’s Confidential Information, the other party shall immediately notify the disclosing party. 9.2 Exceptions. The restrictions of Sec- tion 9.1 shall not apply to (i) information that be- comes, through no act or fault of the receiving party, publicly known or generally known in the relevant industry, (ii) information received from a DocuSign Envelope ID: 57B81867-7CC5-4DAD-8EC6-2C80F5632E9A