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• In the event that the Customer defaults in the payment of any amount due Supplier under the terms of this <br />AGREEMENT and does not cure the default within ten days of written notice of this default by Supplier, <br />Supplier may, in addition to other rights and remedies then available to it, immediately terminate this <br />AGREEMENT upon giving written notice to the Customer. <br />8.4) TERMQ~TATION FOR INSOLVENCY: <br />If either Supplier or Customer becomes or is declared insolvent or bankrupt, then this AGREEMENT shall <br />be immediately terminated, without the requirement of any notice to the insolvent or bankrupt party. A <br />party shall be deemed insolvent or bankrupt for purposes of this Section 8.4 in the event that: <br />A. A receiver, liquidator or trustee of a party is appointed by court order and such order <br />remains in effect for more than thirty (30) days; or a case is commenced or a petition is filled against a party <br />under any applicable liquidation, conservatorship, bankruptcy, moratorium, insolvency, reorganization or <br />similar laws for the relief of debtors from time to time in effect and generally affecting the rights of creditors <br />(a "Debtor Relief Law"); or <br />B. A party voluntarily seeks, consents to, or acquiesces, in the benefit or benefits of any <br />provision of any Debtor Relief Law, consents to the filing of any petition against it under such Debtor Relief <br />Law; makes an assignment for the benefit of its creditors; admits in writing its inability to pay its debts <br />generally as they become due; or consents to the appointment of a receiver, trustee, liquidator or conservator <br />for it or any party of its property. <br />9) CONFIDENTIALITY: <br />Supplier shall hold in trust for the Customer, and shall not use or disclose to any other person, firm, or <br />corporation during the term of this AGREEMENT, or at any time thereafter, any confidential information <br />of Customer to which Supplier obtains access in connection with the provision of its services hereunder <br />• unless authorized to do so in writing by Customer. Any such disclosure by Supplier or the Supplier's <br />employees without Customer's authorization shall represent a breach of this contract and shall obligate <br />Supplier to appropriate damages. It is agreed that Supplier has access to all confidential Customer data <br />and information maintained by the Supplier. The access and use of this data shall be limited to <br />processing reports, development of new reports or functions and answering of questions for Customers. <br />Confidential information is information that relates to the Customer's research and development, trade <br />secrets or business affairs, or that of any of its customers or affiliates. Confidential information includes <br />all information received by Supplier from Customer except information in the public domain. <br />Customer recognizes that the programs and related-documentation represent a valuable asset of the Supplier. <br />Therefore, the Customer agrees not to divulge, give; trade, sell or via any other method, transfer such assets <br />to another individual or organization except as the same is required by applicable law. Any such action by <br />the Customer or the Customers' employees shall represent a breach of this contract and shall obligate the <br />Customer to appropriate damages. <br />10) ACCESS TO FILES: <br />Supplier agrees that Customer shall, at all times, either before, during or after the teen of this <br />AGREEMENT, have access to the files of Customer while files are in the custody of Supplier. This right <br />shall be deemed to survive the term of this AGREEMENT. Supplier's obligation to retain said files shall be <br />limited to a term of three (3) months following termination of this AGREEMENT. <br />• 1 West Harris Avenue LaGrange, II 60525 800.888.6035 Fax 708.352.3177 www.cdnehc.enm <br />Page 4 of 9 <br />