2020-589-E Transportation-Delerrok Inc fare box media

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Delerrok Confidential Page 4 of 21 7.14 Establish and provide Delerrok access to a payment gateway to accept payment, via the TouchPass Hosted Services, of all credit and debit card (“Bankcard”) payments. AGENCY shall act as “Merchant of Record” and take full responsibility for Bankcard payment transactions, flow and transmission of funds and related records, security compliance and receiving accounts. 7.15 Provide access to onboard modems compatible with the TouchPass System, complete configuration of modems in accordance with instructions to be provided by Delerrok including enabling remote access to each modem by Delerrok, if supported by the modem, and ensuring that the modem firmware is updated when new versions are made available by the manufacturer. 8. (Purposely left blank) 9. FEES, TAXES AND TERMS OF PAYMENT 9.1 Payment: The prices to be paid by AGENCY for the TouchPass Hosted Services and Equipment are listed on the SOW. Payment is due and payable as provided in the SOW. 9.2 Services Fees. Services will be provided for the fees provided in the SOW. 9.3 Taxes. Delerrok may add to the invoice an amount equal to any applicable sales, use, and similar taxes related to the Product (excluding any taxes based on Delerrok’s income, net worth or property taxes). If AGENCY is exempt from State or Federal Taxes, AGENCY shall so inform Delerrok. 10. CONFIDENTIAL INFORMATION/OWNERSHIP 10.1 Confidentiality Obligations. From time to time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the disclosing party and/or its business, and for Delerrok, includes the TouchPass Hosted Services, Equipment, or services in connection with this Agreement (together, “Confidential Information”). Each party agrees that during the term of this Agreement and thereafter: (a) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (b) it will not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party’s written consent. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. The Receiving Party will be responsible for any breach of this Section by its employees, representatives, and agents. 10.2 Exclusions. The term “Confidential Information” will not include any information that the Receiving Party can establish by written evidence: (a) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party; (b) was acquired by the Receiving Party from a third party having the legal right to furnish same to the Receiving Party without disclosure restrictions; or (c) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the Receiving Party). 10.3 Required Disclosures. These confidentiality obligations will not restrict any disclosure required by SOW, or a court or any government agency, provided that in the case of an SOW, the Receiving Party gives prompt notice to the Disclosing Party of any such SOW and reasonably cooperates with the Disclosing Party at the Disclosing Party’s request and expense to resist such SOW or to obtain a protective SOW. 10.4 Ownership. Delerrok agrees that AGENCY, to the extent permitted by applicable law and determined by AGENCY not to be open data for general non-restricted use, retains all exclusive right, DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51