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Spatialest Master Software and Services Agreement 6 <br /> <br />pay all pre-approved reasonable travel and out-of-pocket expenses incurred by Spatialest in connection <br />with any Software and Services rendered. All such fees 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 promptly <br />through good faith discussions between the Parties, Customer shall pay the amounts due under this <br />Agreement less the disputed amount, and the Parties shall diligently proceed to resolve such disputed <br />amount. An amount will be considered disputed in good faith if (i) Customer delivers a written statement <br />to Spatialest on or before the due date of the invoice, describing in detail the basis of the dispute and the <br />amount being withheld by Customer, (ii) such written statement represents that the amount in dispute <br />has been determined after due investigation of the facts and that such disputed amount has been <br />determined in good faith, and (iii) all other amounts due from Customer that are not in dispute have been <br />paid as and when required under this Agreement. <br />3.3 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 related <br />to the net income of Spatialest and any taxes or obligations imposed upon Spatialest under federal, state <br />and local wage laws. <br /> <br />4 CONFIDENTIALITY <br /> <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 or <br />proprietary nature. The receiving Party shall hold in confidence, and shall not disclose (or permit or suffer <br />its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, <br />employee, outside consultant, or advisor (collectively “Representatives”) who have a need to know such <br />Confidential Information in the course of the performance of their duties for the receiving Party and who <br />are bound by a duty of confidentiality no less protective of the disclosing Party’s Confidential Information <br />than this Agreement. The receiving Party and its Representatives shall use such Confidential Information <br />only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information <br />for its own benefit or the benefit of another without the prior written consent of the disclosing Party. Each <br />DocuSign Envelope ID: D64C7E68-26A4-4A46-BC30-54CE92CAE70D