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DocuSign Envelope ID:7DCC2B8A-E44C-4172-BF52-8A8B6D647BED
<br /> 49
<br /> Customer's requirements. input and data output, monitoring the accuracy of
<br /> information obtained, and managing the use of
<br /> 5.2 Cooperation. information and data obtained. Customer will
<br /> ensure that its personnel are, at all times, educated
<br /> a) Customer agrees to cooperate and trained in the proper use and operation of the
<br /> with Farragut and promptly perform Customer's Software. Customer will ensure that the Software
<br /> responsibilities under this Agreement. Customer is used in accordance with its Documentation.
<br /> will provide timely access to its key personnel and Customer shall comply with all applicable laws,
<br /> will timely respond to Farragut's questions relating rules and regulations with respect to its use of the
<br /> to this Agreement or Farragut's performance under Software.
<br /> this Agreement.
<br /> 5.5 Backups. CUSTOMER IS RESPONSIBLE
<br /> b) Customer will, as applicable, (i) FOR BACKING UP CUSTOMER'S DATA,
<br /> provide Farragut adequate, timely, safe and SOFTWARE AND SYSTEMS. Customer will
<br /> hazard-free access to its personnel, facilities, maintain back-up data, software and systems
<br /> equipment, hardware, software, network and necessary to replace critical Customer data,
<br /> information, subject to Customer's reasonable software and systems in the event of loss,
<br /> security rules; (ii) provide adequate working and corruption or damage to data, software or systems
<br /> storage space for use by Farragut personnel near from any cause.
<br /> Customer's hardware, software and systems; (iii)
<br /> provide Farragut full access to the Software and 6. Confidential Information.
<br /> sufficient computer time; (iv) follow Farragut's
<br /> procedures for placing warranty and Software 6.1 Confidentiality. Customer shall keep in
<br /> Support service requests and determining if confidence and protect Farragut Confidential
<br /> warranty or Software Support remedial service is Information from disclosure to third parties and will
<br /> required; (v) follow Farragut's instructions for restrict its use to uses expressly permitted under
<br /> obtaining support and warranty services; (vi) this Agreement. Customer shall take all reasonable
<br /> reproduce suspected defects, errors or steps to ensure that the Confidential Information is
<br /> malfunctions in Software at the request of Farragut; not disclosed, copied, misappropriated or used in
<br /> (vii) provide Farragut with access to the Software any manner not expressly permitted by the terms of
<br /> through the internet, VPN or other connection this Agreement. Customer shall keep the
<br /> acceptable to Farragut that will permit Farragut to Confidential Information and all tapes,diskettes,CDs
<br /> provide warranty and support services remotely; and other physical embodiments of the Confidential
<br /> and, (viii)timely make decisions, notify Farragut of Information, and all copies thereof, at a secure
<br /> relevant issues and information, and grant location and limit access to those employees who
<br /> necessary approvals and/or permissions to must have access to enable Customer to use the
<br /> Farragut. Software. Each permitted copy of Confidential
<br /> Information, including its storage media, must be
<br /> 5.3 Site Maintenance; Proper Storage. marked by Customer to include all notices that
<br /> Customer shall maintain the appropriate operating appear on the original. Title, copyright and all other
<br /> environment for the Software in accordance with proprietary rights in and to the Confidential
<br /> normally accepted industry standards for an office Information at all times remains vested exclusively in
<br /> environment. Customer shall also maintain all Farragut. If Customer is compelled by subpoena or
<br /> communications equipment, telephone lines, court order to disclose Farragut Confidential
<br /> electric lines, cabling, modems, air conditioning Information, Customer shall promptly notify
<br /> and all other equipment and utilities necessary for Farragut upon receipt of the subpoena or court
<br /> the Software to operate properly. order and shall reasonably cooperate with
<br /> Farragut, at Farragut's election and expense, in
<br /> 5.4 Use. Customer is exclusively responsible contesting or limiting the subpoena or court order.
<br /> for supervising, managing and controlling its use of Customer shall limit its disclosure to the extent and
<br /> the Software, including but not limited to, terms required by the subpoena or court order and
<br /> establishing operating procedures, appropriate related protective orders.
<br /> access and permissions, and audit controls,
<br /> supervising its employees, providing adequate 6.2 Return of Confidential Information. Upon
<br /> network security, making daily backups, inputting termination or cancellation of this Agreement or, if
<br /> data, ensuring the accuracy and security of data earlier, upon termination of Customer's permitted
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