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Bluebeam Services Agreement CONFIDENTIAL Page 2 of 7 <br />written form within thirty (30) days after such oral or visual disclosure. However, Confidential Information <br />shall not lose its protection under this Agreement if, due to oversight or other reasonable cause, the <br />Disclosing Party fails to mark or identify such information as confidential at the time of its disclosure, if <br />such identification is provided by the Disclosing Party within a reasonable time after the oversight is <br />discovered; and the Receiving Party shall not be liable for failing to treat such information as confidential <br />prior to its identification as such unless the information should reasonably have been understood by the <br />Receiving Party to be confidential from the context or circumstances. <br />c. The Receiving Party recognizes and acknowledges that the Disclosing Party’s Confidential Information <br />(and the confidential nature thereof) is critical to the Disclosing Party’s business and that the Disclosing <br />Party would not enter into this Agreement without assurance that its Confidential Information and the <br />value thereof will be protected. <br />d. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to <br />the extent the Receiving Party is legally compelled to do so by any court or governmental investigative, <br />judicial, or regulatory agency pursuant to proceedings over which such court or agency has jurisdiction; <br />provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential <br />nature of the Confidential Information to the court or agency; (ii) immediately notify the Disclosing Party <br />in writing of the court’s or agency’s order or request to disclose; and (iii) cooperate fully with the <br />Disclosing Party, at the Disclosing Party’s expense, in protecting against any such disclosure and/or <br />obtaining a protective order narrowing the scope of the compelled disclosure and protecting its <br />confidentiality. <br />e. All Confidential Information is, and shall remain, the property of the Disclosing Party. Nothing herein shall <br />be construed as granting or conferring any rights by license or otherwise in the Confidential Information <br />except as expressly provided herein. The mingling of the Confidential Information of the Disclosing Party <br />with information of the Receiving Party shall not affect the confidential nature or ownership of the same <br />as stated hereunder. <br />f. Immediately upon termination of this Agreement (or upon the earlier request of the Disclosing Party), the <br />Receiving Party will turn over to the Disclosing Party all Confidential Information as well as all documents <br />or media containing any Confidential Information as well as all copies, extracts or derivatives thereof, or, <br />at the direction of discloser, destroy the same. The Receiving Party shall certify in writing to the Disclosing <br />Party such return or destruction within ten (10) days thereafter. <br />g. Neither Party shall disclose, advertise or publish the terms or conditions of this Agreement without the <br />prior written consent of the other Party, except (i) as may be required by law and (ii) to its professional <br />advisors and to investors or potential investors who are under an obligation of confidentiality at least as <br />restrictive as that contained in this Section. <br />4. TERM; TERMINATION; AND SURVIVAL. The term of this Agreement shall commence on the Effective Date and <br />continue until completion of the Services or as otherwise set forth in Services Addendum (the “Term”). Upon <br />termination or expiration of this Agreement, the following sections will survive Paragraph 1.b. “Exclusivity and <br />Status”; Section 3 “Confidentiality”, Section 6 “Miscellaneous Provisions”. <br />5. DISCLAIMER AND LIMITATION OF LIABILITY. <br />a. Disclaimer of Liability. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. <br />IN THE EVENT THAT BLUEBEAM FAILS TO PROVIDE SERVICES IN ACCORDANCE WITH THIS <br />AGREEMENT, BLUEBEAM’S ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDY, TO THE EXTENT <br />ALLOWED UNDER NORTH CAROLINA LAW, FOR BREACH OF THIS AGREEMENT SHALL BE FOR <br />BLUEBEAM TO USE ITS REASONABLE EFFORTS TO RE-PERFORM THE SERVICES WITHIN A <br />REASONABLE PERIOD OF TIME. IN THE EVENT BLUEBEAM IS UNABLE TO RE-PERFORM, BLUEBEAM <br />MAY ELECT TO REFUND ALL FEES ACTUALLY RECEIVED BY BLUEBEAM FROM CLIENT HEREUNDER, <br />DocuSign Envelope ID: 9AF41155-909B-4DBF-A6A1-EBAA54C55358