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