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gfficial Payments Corp
<br />Notwithstanding the fact that confidential information may be disclosed, it is understood and agreed that all such information shall
<br />remain the property of the disclosing party and no use shall be made of such information except as is required by the terms of the
<br />business relationship between the parties in accordance with the instructions, and with the consent of the disclosing party.
<br />C. Neither party shall copy, photograph, photocopy or in any other manner reproduce or cause reproduction to be made of any plans.
<br />spedfications, formulae, instructions or any other document or information furnished to it without the express written permission of
<br />the other party. Neither parry will disclose any verbal confidential information which may be communicated to it. Immediately upon
<br />termination of the business relationship between the parties, whatever may be the reason for such termination, or at the request of
<br />either parry, each party shall return to the other all plans, equipment, speclfications, formulae, instructions and any other documents
<br />or information delivered or communicated to it by the other party.
<br />Notwithstanding anything to the contrary herein before set forth or implied, the obligations of non-use and maintenance of
<br />confidentiality shall not apply to any information:
<br />1) which, at the time of disclosure, is part of the public domain;
<br />2) which, at the time of disclosure, is already known to the redpient thereof or its employees;
<br />3) which, subsequent to the time of disclosure, becorY-es part of the public domain by reason of authorized publications; or
<br />4) which is required to be released, as a direct result of the issuance of court orders or subpoenas, or as may be directed by
<br />Card issuing banks, Card assoclations, or any other ruling or regulatory agendes having any jurisdiction over either party,
<br />or as a result of their published rules andlor regulations, except as prohibited by law.
<br />E. These non-disclosure provisions shall survive the termination of this Agreement.
<br />9. INDEMNIFICATION
<br />A. OPC agrees to indemnify and hold the GOVERNMENT ENTITY, its governing body and member, directors, officers, employees and
<br />agents ("GOVERNMENT ENTITY Parties") harmless from and against any and all liability, demands, claims, actions, loses, interest,
<br />costs of defense, and expenses (including reasonable attorney's fees) which arise out of its acts or omissions in connection with this
<br />Agreement, except for the GOVERNMENT ENTITY Parties' negligence or willful misconduct.
<br />B. GOVERNMENT ENTITY agrees to indemnify and hold the OPC, its directors, officers, employees and agents (°OPC Parties')
<br />harmless from and against any and all liability, demands, claims, actions, loses, interest, costs of defense, and expenses (including
<br />reasonable attorney's fees) which arise out of its acts or omissions in connection with this Agreement, except for the OPC Parties'
<br />negligence or willful misconduct.
<br />C. These indemnification and hold harmless provisions shall survive the termination of this Agreement.
<br />10. THIRD PARTY BENEFICIARIES
<br />Notwithstanding mutual recognition that use of the System under this Agreement may provide some aid or assistance to members of the
<br />GOVERNMENT ENTITY'S population, it is not the intention of either the GOVERNMENT ENTITY or OPC that such individuals occupy the
<br />position of intended third party beneficiaries of the obligations assumed by either party to this Agreement.
<br />11. NOTICES
<br />A. MAILING OF NOTICES
<br />All notices, requests, demands and other wmmunications under this Agreement which are required to be in writing shall be deemed
<br />as having been duly given on the date of service, if served personally on the party to whom notice is ~ be given, or on the date of
<br />mailing, if mailed to the party to whom notice is to be given, by first pass mail, registered or certified, postage prepaid, and properly
<br />addressed as follows:
<br />IF TO GOVERNMENT ENTITY: Orange County
<br />Department of Revenue
<br />200 South Cameron Street
<br />Hillsborough, NC 27278
<br />IF TO OPC: Offldal Payments Corp.
<br />Three Landmark Square
<br />Stamford, CT 06901
<br />B. CHANGE OF ADDRESS
<br />Either party may change the address at which notice may be given by giving ten (10) days prior written notice of such change to the
<br />other party.
<br />Official Payments Corp., Stamford, CT
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