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DocuSign Envelope ID: CD64977C-17FD-49F0-9672-81 D6326AF370
<br />correct, replace or provide a work around for such breach, at no charge to Licensee, or in
<br />Licensor's discretion, provide an equitable refund to Licensee.
<br />8.3 Licensor General Warranties. Licensor represents and warrants that Licensor owns, or has all
<br />necessary rights to, the Licensor Software and Documentation, and has all necessary rights and
<br />authority to grant the rights granted hereunder to Licensee and to carry out its obligations
<br />hereunder.
<br />8.4 Mutual Warranties. Each Party represents and warrants to the other Party: (a) such Party's
<br />execution, delivery and performance of this Agreement have been authorized by all necessary
<br />corporate acti on, do not violate in any material respect the terms of any law, regulation. or court
<br />order to which Licensor is subject, do not violate the terms of any material agreement to which
<br />Licensor is a party, and are not subject to the consent or approval of any third party, (b) this
<br />Agreement is the valid and binding obligation of such Party, enforceable against Licensor in
<br />accordance with its terms, except as may be limited by bankruptcy, insolvency, .reorganization or
<br />other similar laws relating to creditors' rights generally, or general equitable principles, (c) such
<br />Party is not subject to any pending or, to such Party's knowledge, threatened litigation or
<br />governmental action . which could interfere with such Party's performance of its obligations
<br />hereunder, and (d) such Party has secured or shall secure all material permits, licenses, regulatory
<br />approvals and registrations to perform its obligations hereunder.
<br />8.5 Disclaimer of Warranty. EXCEPT AS SET FORTH IN SECTIONS 8.1 to 8.4, LICENSOR DOES
<br />NOT MAKE, AND HEREBY DISCLAIMS, ALL OTHER REPRESENTATIONS OR WARRANTIES,
<br />WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
<br />TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY,
<br />NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND SECURE, ERROR-FREE OR
<br />UNINTERRUPTED OPERATION.
<br />9. CONFIDENTIALITY.
<br />9.1 Confidentiality Obligations. Each Party acknowledges that Confidential Information may be
<br />disclosed to the other Party during the course of this Agreement. Each Party agrees that, during
<br />and following the term of this Agreement, it shall hold in strict confidence the other Party's
<br />Confidential Information and will take reasonable steps, at least substantially equivalent to the steps
<br />it takes to protect its own proprietary information, to (a) prevent use of the other Party's Confidential
<br />Information for any purpose other than to carry out its rights and obligations hereunder, and (b)
<br />prevent the disclosure of the other Party's Confidential Inform ation, other than to its employees or
<br />Contractors who must have access to such Confidential Information for such Party to exercise its
<br />rights and perfo rm its obligations hereunder and who each agree to be bound by agreements with a
<br />duty of confidentiality no less protective of confidential information than provided herein.
<br />9.2 Exclusions. The Parties' obligations set forth in Section 9.1 shall not apply with respect to any
<br />portion of the Confidential Information that: (a) was in the public domain at the time it was disclosed
<br />to or observed by the receiving Party; (b) entered the public domain through no fault of the
<br />recei ving Party; (c) is rightfully received by the receiving Party from a third party without a duty of
<br />confidentiality; (d) is independently developed by the receiving Party without reference to or
<br />incorporation of the other Party's Confidential Inform ation; (e) is disclosed in accordance with the
<br />state Public Information Act, except that the receiving Party will disclose only such information as
<br />is legally required and will use reasonable effo rts to obtain confidential treatment for any
<br />Confidential Information that is so disclosed and will provide the disclosing Party notice of such
<br />possible disclosure prior to disclosure in order to allow an opportunity for the disclosing Party to
<br />contest such disclosure; or (f) is disclosed with the other Party's prior written approval.
<br />9.3 Return of Confidential Information. Each Party agrees to return to the other Party or, at the
<br />request and instruction of the disclosing Party, destroy, and certify that it has destroyed, all material
<br />embodying Confidential Information (in any form or medium and including, without limitation, all
<br />summaries, copies and excerpts of Confidential Inform ation) at any such time as the disclosing
<br />Party may so request.
<br />9.4 Public Records. Both parties recog nize and agree to adhere to North Carolina's public records
<br />law, set forth at Chapter 132 of the North Carolina General Statutes. Licensor agrees to indemnify
<br />and hold harmless Licensee and its officers, employees, and agents from all costs, damagers, and
<br />Ecolane USA, Inc. 940 West Valley Road, Suite 1400, Wayne, PA 19087
<br />4821 -6909-6038. J
<br />610-312-0033
<br />Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7
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