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(B) if the other party has committed a material breach of any of the <br />provisions of this Agreement, and such breach is not cured within thirty (30) days following the <br />breaching party's receipt of notice from the non-breaching party specifying such breach. <br />(c) Effect of Termination. Upon the termination of this Agreement: (i) all rights, <br />licenses, consents, and authorizations granted by Chmura hereunder will immediately terminate; <br />(ii) Client and End Users shall immediately cease all use of the Products, Documentation, and <br />Chmura's Confidential Information; and (iii) Chmura may immediately terminate Client's and all <br />End User's access to the Products and disable all passwords issued to Client and its End Users, if <br />applicable. In the event of termination of the Agreement for material breach by Chmura, Chmura <br />shall refund to Client the pro-rata portion of the Fees paid by Client for the remainder of the then- <br />current term of any current Order Forms. In the event of termination of the Agreement for material <br />breach by Client, then upon such termination, (A) Chmura shall be entitled to retain all Fees paid <br />by Client as of the date of termination, and (B) Client shall immediately pay Chmura all remaining <br />Fees due for the remainder of the then-current term of any current Order Forms. <br />9. Confidential Information. <br />(a) Generally. Each party (the “Receiving Party”) will hold the Confidential <br />Information of the other party (the “Disclosing Party”) in confidence for the Disclosing Party and, <br />except as may be authorized by the Disclosing Party in writing, the Receiving Party will not use <br />or disclose Confidential Information to any persons except as contemplated hereunder and <br />provided that such persons are bound to confidentiality obligations at least as restrictive as the <br />obligations in this Section 9. “Confidential Information” shall include any and all information of <br />the Disclosing Party or its Affiliates which is disclosed hereunder and either identified in writing <br />as "Confidential" or "Proprietary", or which, under the circumstances, ought reasonably to be <br />treated as confidential or proprietary and shall include the Chmura Software, Documentation, In <br />Bulk Data, Reports, and the API key provided to Client for the purpose of accessing the API Feeds, <br />if applicable. <br />(b) Exceptions. These confidentiality obligations shall not apply: (i) to any information <br />or development which is or subsequently becomes available to the general public other than <br />through a breach of this Agreement by, or fault of, the Receiving Party, or any party to whom it <br />discloses Confidential Information; (ii) to any information or development which the Receiving <br />Party can establish was already known to it before disclosure by the Disclosing Party; (iii) to any <br />information or development which is developed through the independent efforts of the Receiving <br />Party without regard to, reliance upon, use of or reference to any Confidential Information of the <br />Disclosing Party; (iv) to any information or development which the Receiving Party rightfully and <br />lawfully receives from a third party which is not under restriction as to confidentiality or use of <br />such information; or (v) to any disclosure required as a result of the process of law or under <br />applicable law, or pursuant to the order or subpoena of a government agency or court of competent <br />jurisdiction, provided that the Receiving Party immediately notifies the Disclosing Party of the <br />matter, and permits the Disclosing Party to seek a protection order, if it deems it necessary, prior <br />to the release of the Confidential Information. <br />DocuSign Envelope ID: A7B8C585-8C5D-44A8-9CAE-91844CA6A48A