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AssetWorks Complete Property Appraisal Solution
<br />Orange County, NC
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<br />5.3 Effect of Termination. Upon termination of this Agreement, (i) Client shall immediately cease using the
<br />SaaS and, if applicable, certify to AssetWorks, within thirty (30) days after termination, that Client has deleted or
<br />destroyed any copies of Documentation in its possession; (ii) the Professional Services and all SOWs will be deemed
<br />terminated; (iii) AssetWorks may terminate Client’s access to the SaaS as of the termination date; and (iv) Client may
<br />request for AssetWorks to provide a standard media download of the Client Data entered into the SaaS for an
<br />additional fee charged at AssetWorks’ standard rates. Custom downloads or handling of Client Data are subject to
<br />an additional fee.
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<br />5.4 Suspension or Termination of SaaS. AssetWorks may suspend or terminate Client’s access to the SaaS if
<br />Client fails to pay any fees when due which remain unpaid for thirty (30) days after receipt of written notice.
<br />AssetWorks reserves the right to temporarily suspend the SaaS based on its good faith belief that it is necessary to
<br />protect the integrity of the SaaS.
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<br />6. Confidentiality.
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<br />6.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time during the term of this
<br />Agreement disclose to the other party (the “Receiving Party”) certain information relating to trade secrets, data,
<br />designs, drawings, documentation, software (regardless of form or media), prototypes, processes, methods,
<br />concepts, research, development, facilities, employees, vendors, clients, marketing, financials, business activities,
<br />and other confidential or proprietary information (collectively “Confidential Information”). To the extent
<br />practicable, the Disclosing Party shall mark and/or identify Confidential Information as confidential or proprietary at
<br />the time of disclosure; provided however, this Agreement shall also apply to information which, based on its nature,
<br />is reasonably expected to be deemed confidential. In addition, the terms of this Agreement shall be deemed
<br />Confidential Information. Furthermore, whether or not so marked or identified, the Software, Documentation and
<br />any related data, and any quantitative analysis of the Software or performance of the Software are deemed the
<br />Confidential Information of AssetWorks, and the Client Data is deemed the Confidential Information of Client.
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<br />6.2 Exceptions. Confidential Information shall not include information that: (a) becomes generally available to
<br />the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party not
<br />under an obligation of confidentiality; (c) was lawfully possessed by the Receiving Party prior to receiving the
<br />Confidential Information from the Disclosing Party, as evidenced by the Receiving Party’s records; or (d) the
<br />Receiving Party can demonstrate was independently developed by Receiving Party without use of the Disclosing
<br />Party’s Confidential Information. The Receiving Party may disclose Confidential Information pursuant to applicable
<br />law, regulation, court order, or other legal process; provided, (i) if allowed by law, the Receiving Party has given the
<br />Disclosing Party prompt written notice of such required disclosure so that the Disclosing Party may seek a protective
<br />order or other appropriate remedy and (ii) the Receiving Party discloses only that portion of the requested
<br />Confidential Information that, in the opinion of its legal counsel, it is required to disclose.
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<br />6.3 Non‐Disclosure and Non‐Use. The Receiving Party agrees that it shall not use Confidential Information, or
<br />disclose any Confidential Information to any third party, except as expressly permitted under this Agreement. The
<br />Receiving Party shall not provide access to the Confidential Information to anyone other than those of its employees,
<br />contractors, and financial and legal advisors who have a need to know, who have confidentiality obligations no less
<br />restrictive than those set forth herein, and who have been informed of the confidential nature of such information.
<br />The Receiving Party shall protect the Confidential Information from unauthorized use, access, or disclosure in the
<br />same manner as it protects its own confidential or proprietary information of a similar nature, and in any event with
<br />at least a reasonable degree of care.
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<br />7. Service Availability.
<br />DocuSign Envelope ID: 02EEC888-C962-4FC9-A4CA-BF568439A052
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