|
<br />- 5 -
<br />access to or possession of Confidential
<br />Information, Customer shall return to Farragut
<br />and/or destroy (including, without limitation, deleting
<br />all electronic copies in a manner that cannot be
<br />recovered), at Farragut’s option, all copies of the
<br />Confidential Information in Customer’s possession,
<br />and provide certification to Farragut of such return
<br />and destruction.
<br />
<br />6.3 Intellectual Properties. All ideas, concepts,
<br />know-how, data processing techniques,
<br />documentation, diagrams, schematics, firmware,
<br />equipment architecture, software, improvements,
<br />bug fixes, upgrades and trade secrets developed
<br />by Farragut personnel (alone or jointly with
<br />Customer) in connection with Confidential
<br />Information will be the exclusive property of
<br />Farragut.
<br />
<br />6.4 Support and Maintenance Materials.
<br />Customer acknowledges that all support materials
<br />are the property of Farragut and include
<br />Confidential Information of Farragut. Customer
<br />agrees that it will not permit anyone other than
<br />Farragut installation and support personnel and
<br />authorized Customer employees to use such
<br />materials.
<br />
<br />6.5 Customer Employees. Customer will
<br />inform its employees of their obligations under this
<br />Section 6 to ensure that such obligations are met.
<br />
<br />6.6 Public Information Act. Notwithstanding
<br />anything else to the contrary in this Agreement, the
<br />confidentiality terms and provisions of this
<br />Agreement are subject to the applicable
<br />requirements of the Public Information Act. If
<br />Customer is asked to disclose Farragut Confidential
<br />Information, Customer shall seek confidential
<br />treatment for such information in accordance with the
<br />applicable Public Information Act. Customer shall
<br />promptly notify Farragut in writing of all requests for
<br />Farragut Confidential Information and shall notify
<br />Farragut in writing before releasing any Farragut
<br />Confidential Information.
<br />
<br />7. Term of Agreement; Termination.
<br />
<br />7.1 Term. This Agreement will commence on
<br />the Effective Date set forth above the parties’
<br />signatures and will continue in full force and effect,
<br />unless otherwise terminated as provided herein.
<br />
<br />7.2 Termination.
<br />
<br />a) Either party may terminate this
<br />Agreement, by giving written notice of termination
<br />to the other party, if the other party is in default (as
<br />defined in Section 7.3). If default occurs, the parties
<br />will have all remedies provided in this Agreement
<br />and otherwise available by statute, law or equity,
<br />subject to the other terms of this Agreement.
<br />
<br />b) Farragut may terminate its
<br />Software Support and other support obligations, if
<br />any, under this Agreement, by providing at least 30
<br />days prior written notice of such termination to
<br />Customer, if Farragut determines that any
<br />modifications to the Software that are not made by
<br />Farragut or Customer’s failure to install a Software
<br />Maintenance Release will materially interfere with
<br />the provision of Software Support or Farragut’s
<br />other obligations.
<br />
<br />7.3 Defaults. The following events will be
<br />deemed to be defaults:
<br />
<br />a) A party committing a material
<br />breach of any term of this Agreement if such
<br />breach has not been cured within 30 days after
<br />written notice of such breach has been given by the
<br />non-defaulting party to the defaulting party;
<br />
<br />b) A party failing to comply in any
<br />material respect with any federal, state or local
<br />laws applicable to the party’s performance under
<br />this Agreement if such breach has not been cured
<br />within 30 days after written notice of such breach
<br />has been given by the non-defaulting party to the
<br />defaulting party.
<br />
<br />7.4 Effect of Termination. The Software
<br />license, Software Support, and Farragut’s other
<br />obligations, if any, under this Agreement will
<br />automatically terminate upon the termination of this
<br />Agreement. In such an event, Customer’s use of
<br />the Software must immediately cease and
<br />Customer must comply with the provisions of
<br />Section 1.3(c).
<br />
<br />7.5 Survival. Upon termination of this
<br />Agreement, all rights and obligations of the parties
<br />under this Agreement will automatically terminate
<br />except for rights of action accruing prior to
<br />termination, payment obligations, and any other
<br />obligations that expressly or by implication are
<br />intended to survive termination including, without
<br />limitation Sections 1.3, 3.3, 4, 6, 7.4, 7.5, 7.6, 7.7,
<br />8, 10 and 11.
<br />
<br />7.6 Nonexclusive Remedy. Except as
<br />otherwise set forth in this Agreement, termination
<br />DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED
|