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<br />Customer’s requirements.
<br />
<br />5.2 Cooperation.
<br />
<br />a) Customer agrees to cooperate
<br />with Farragut and promptly perform Customer’s
<br />responsibilities under this Agreement. Customer
<br />will provide timely access to its key personnel and
<br />will timely respond to Farragut’s questions relating
<br />to this Agreement or Farragut’s performance under
<br />this Agreement.
<br />
<br />b) Customer will, as applicable, (i)
<br />provide Farragut adequate, timely, safe and
<br />hazard-free access to its personnel, facilities,
<br />equipment, hardware, software, network and
<br />information, subject to Customer’s reasonable
<br />security rules; (ii) provide adequate working and
<br />storage space for use by Farragut personnel near
<br />Customer’s hardware, software and systems; (iii)
<br />provide Farragut full access to the Software and
<br />sufficient computer time; (iv) follow Farragut’s
<br />procedures for placing warranty and Software
<br />Support service requests and determining if
<br />warranty or Software Support remedial service is
<br />required; (v) follow Farragut’s instructions for
<br />obtaining support and warranty services; (vi)
<br />reproduce suspected defects, errors or
<br />malfunctions in Software at the request of Farragut;
<br />(vii) provide Farragut with access to the Software
<br />through the internet, VPN or other connection
<br />acceptable to Farragut that will permit Farragut to
<br />provide warranty and support services remotely;
<br />and, (viii) timely make decisions, notify Farragut of
<br />relevant issues and information, and grant
<br />necessary approvals and/or permissions to
<br />Farragut.
<br />
<br />5.3 Site Maintenance; Proper Storage.
<br />Customer shall maintain the appropriate operating
<br />environment for the Software in accordance with
<br />normally accepted industry standards for an office
<br />environment. Customer shall also maintain all
<br />communications equipment, telephone lines,
<br />electric lines, cabling, modems, air conditioning
<br />and all other equipment and utilities necessary for
<br />the Software to operate properly.
<br />
<br />5.4 Use. Customer is exclusively responsible
<br />for supervising, managing and controlling its use of
<br />the Software, including but not limited to,
<br />establishing operating procedures, appropriate
<br />access and permissions, and audit controls,
<br />supervising its employees, providing adequate
<br />network security, making daily backups, inputting
<br />data, ensuring the accuracy and security of data
<br />input and data output, monitoring the accuracy of
<br />information obtained, and managing the use of
<br />information and data obtained. Customer will
<br />ensure that its personnel are, at all times, educated
<br />and trained in the proper use and operation of the
<br />Software. Customer will ensure that the Software
<br />is used in accordance with its Documentation.
<br />Customer shall comply with all applicable laws,
<br />rules and regulations with respect to its use of the
<br />Software.
<br />
<br />5.5 Backups. CUSTOMER IS RESPONSIBLE
<br />FOR BACKING UP CUSTOMER’S DATA,
<br />SOFTWARE AND SYSTEMS. Customer will
<br />maintain back-up data, software and systems
<br />necessary to replace critical Customer data,
<br />software and systems in the event of loss,
<br />corruption or damage to data, software or systems
<br />from any cause.
<br />
<br />6. Confidential Information.
<br />
<br />6.1 Confidentiality. Customer shall keep in
<br />confidence and protect Farragut Confidential
<br />Information from disclosure to third parties and will
<br />restrict its use to uses expressly permitted under
<br />this Agreement. Customer shall take all reasonable
<br />steps to ensure that the Confidential Information is
<br />not disclosed, copied, misappropriated or used in
<br />any manner not expressly permitted by the terms of
<br />this Agreement. Customer shall keep the
<br />Confidential Information and all tapes, diskettes, CDs
<br />and other physical embodiments of the Confidential
<br />Information, and all copies thereof, at a secure
<br />location and limit access to those employees who
<br />must have access to enable Customer to use the
<br />Software. Each permitted copy of Confidential
<br />Information, including its storage media, must be
<br />marked by Customer to include all notices that
<br />appear on the original. Title, copyright and all other
<br />proprietary rights in and to the Confidential
<br />Information at all times remains vested exclusively in
<br />Farragut. If Customer is compelled by subpoena or
<br />court order to disclose Farragut Confidential
<br />Information, Customer shall promptly notify
<br />Farragut upon receipt of the subpoena or court
<br />order and shall reasonably cooperate with
<br />Farragut, at Farragut’s election and expense, in
<br />contesting or limiting the subpoena or court order.
<br />Customer shall limit its disclosure to the extent and
<br />terms required by the subpoena or court order and
<br />related protective orders.
<br />
<br />6.2 Return of Confidential Information. Upon
<br />termination or cancellation of this Agreement or, if
<br />earlier, upon termination of Customer’s permitted
<br />DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED
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