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<br /> CONFIDENTIALITY NOTICE
<br />Not for use or disclosure outside of Acid Remap LLC or Client except as required by law
<br />third party not obligated under a confidentiality
<br />agreement with the disclosing party, (iii) infor-
<br />mation independently developed by the receiving
<br />party without reference to the Confidential Infor-
<br />mation, (iv) information required to be disclosed
<br />by law or court or governmental agency order; pro-
<br />vided, that, to the extent permitted by law, the re-
<br />ceiving party gives prompt notice of such require-
<br />ment to the other party, or (v) disclosures to a pro-
<br />fessional advisor of the disclosing party under a
<br />duty of confidentiality.
<br />9.3 Ownership and Return of Confidential
<br />Information. All Confidential Information shall
<br />remain the property of the disclosing party. Except
<br />as required by law, upon written request of the dis-
<br />closing party, the receiving party shall promptly
<br />return to the disclosing party all documents and
<br />other tangible materials representing the disclosing
<br />party’s Confidential Information, together with all
<br />copies thereof (at disclosing party’s expense).
<br />10. MISCELLANEOUS.
<br />10.1 Relationship. The relationship between
<br />the parties is that of vendor and purchaser. Neither
<br />party, nor any employee of a party, is an independ-
<br />ent contractor or employee of the other. Each party
<br />shall be responsible for determining the method,
<br />location and other details of its performance under
<br />this Agreement, for hiring, paying (including
<br />providing benefits) and managing any and all of its
<br />employees, and for providing any and all equip-
<br />ment or other materials necessary for its perfor-
<br />mance under this Agreement.
<br />10.2 Applicable Law and Forum. The United
<br />Nations Convention on Contracts for the Interna-
<br />tional Sale of Goods is specifically excluded from
<br />application to this Agreement.
<br />10.3 Force Majeure. Except for Client’s obli-
<br />gation to make payments, neither party will be lia-
<br />ble for any failure or delay in its performance un-
<br />der this Agreement due to any cause beyond its
<br />reasonable control, including, without limitation,
<br />acts of war, acts of God, earthquake, flood, em-
<br />bargo, riot, sabotage, labor shortage or dispute,
<br />governmental act or failure of the internet; pro-
<br />vided, that the delayed party: (i) gives the other
<br />party prompt notice of such cause, and (ii) uses its
<br />reasonable commercial efforts to promptly correct
<br />such failure or delay in performance.
<br />10.4 Publicity and Marketing. Notwithstand-
<br />ing anything to the contrary in this Agreement,
<br />each party may publicize the existence of the busi-
<br />ness relationship established hereunder in connec-
<br />tion with any product, promotion or publication
<br />arising under this Agreement; provided, that, ex-
<br />cept as required by law, Client shall not disclose
<br />any of the terms of this Agreement to any third
<br />party without first obtaining the written consent of
<br />Acid Remap. Client hereby grants Acid Remap a
<br />license to use and publish Client’s name and/or
<br />Marks as part of Acid Remap’s customer lists or as
<br />otherwise set forth herein, in the form provided by
<br />Client and in compliance with Client’s applicable
<br />trademark usage policies. Client shall serve as a
<br />reference account for Acid Remap. As such, Acid
<br />Remap may provide Client’s name and contact in-
<br />formation to, and Client may be contacted by,
<br />members of the media, market analysts, potential
<br />customers or other parties interested in Client’s
<br />opinion of Acid Remap and its products or ser-
<br />vices. Depictions of the Application using Client’s
<br />EMS protocols or other Client Data may be used
<br />by Acid Remap, or any third party with Acid
<br />Remap’s permission, for publicity or marketing
<br />purposes.
<br />10.5 Assignment. Client may not assign this
<br />Agreement, or its rights or duties hereunder, to any
<br />third party, in whole or in part, whether voluntarily
<br />or involuntarily, by operation of law (e.g., in a stat-
<br />utory merger) or otherwise, without Acid Remap’s
<br />prior written consent, which may be granted or
<br />withheld in Acid Remap’s reasonable discretion.
<br />Acid Remap reserves the right to impose an addi-
<br />tional reasonable start-up fee on any proposed as-
<br />signee, as a precondition to permitting such assign-
<br />ment.
<br />10.6 Notices. All notices must be in writing
<br />and delivered personally or sent by overnight cou-
<br />rier service to the address indicated herein or such
<br />DocuSign Envelope ID: 57B81867-7CC5-4DAD-8EC6-2C80F5632E9A
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