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13.1. Term.
<br />13 .1.1 . Of Agreement. Unless earlier terminated as set forth herein, the initial term of this Agreement is five (5) years.
<br />13.1.2 . Of License and Support Subscription . Unless earlier terminated as set forth herein, the initial term of the License and Support
<br />Subscriptions is one (1) year. Unless otherwise provided in the applicable quotation subsequently ordered License and
<br />Support Subscriptions shall be pro-rated so as to be co-terminus with the initially ordered License and Support Subscriptions.
<br />13.1.3. Of Hardware Warranty . Unless earlier terminated as set forth herein, the initial term of new Hardware Warranties is one (1)
<br />year.
<br />13.2. Renewals.
<br />13.2.1 . Of Agreement. This Agreement shall automatically renew for successive periods of one (1) year following the initial term
<br />unless one party notifies the other of its intent not to renew not less than ninety (90) days prior to the end of the then-current
<br />term .
<br />13.2.2. Of License and Support Subscriptions. Except as otherwise provided in this Agreement, Customer must renew License and
<br />Support Subscriptions before their expiration by paying the Annual Fee invoiced by Hart, as provided in Section 2.2, before the
<br />anniversary date immediately following the date of invoice. Each renewal License and Support Subscriptions term will be a
<br />one (1) year , commencing on the expiration of the prior term and expiring on the immediately following anniversary date.
<br />13.2 .3. Hardware Warranties . Hardware warranties may be extended through a separate Extended Hardware Warranty , ordered in
<br />accordance with Section 1. Renewal of this Master Agreement and the License and Support Subscription do not, in
<br />themselves, extend hardware warranties.
<br />13.3 . Termination.
<br />13.3.1. By Hart. This Agreement and/or all then-current License and Support Subscriptions and Professional Services orders shall
<br />automatically terminate or expire as set forth herein and may be terminated by Hart if Customer is in breach of a term hereof
<br />and fails to cure such breach within thirty (30) days after written notice of such breach has been given .
<br />13 .3.2 . By Customer. Customer may terminate this Agreement or a License and Support Subscriptions and Professional Services
<br />orders issued hereunder if Hart is in breach of a term hereof or thereof, as applicable, and fails to cure such breach within
<br />thirty (30) days after written notice of such breach has been given.
<br />13.4 , Effect of Expiration and Ter mination. Any termination under Section 13 ,3.1 shall operate to terminate this Agreement and any
<br />then current License and Support Subscriptions and Professional Services orders. Any termination under Section 13.3.2 of a
<br />License and Support Subscription or Professional Services order shall operate only upon such subscription or order, and shall
<br />have no effect on this Agreement or other subscriptions or orders then in effect. Sections 3,5.2-5.4,7,9.5-9.7 , 12, 13.4, and 14-
<br />18 shall survive any termination or expiration of this Agreement or the applicable License and Support Subscription and/or
<br />Professional Services order. All other rights and obligations shall be of no further force or effect.
<br />14, CONFIDENTIALITY
<br />14 .1. Definition. "Confidential Information" means any information related to Hart's business or the Verity system , including but not
<br />limited to technical data, trade secrets, know-how, research, product plans, products, services , customers, customer lists,
<br />markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware
<br />configuration information, marketing, finances, or other business information. Confidential Information includes, without limitation,
<br />all Software, the Documentation and support materials, and the terms and conditions of this Agreement
<br />14.2 . Non ~Use and Non-Disclosure . Customer will keep in confidence and protect Confidential Information (electronic or hard copy)
<br />from disclosure to third parties and restrict its use to uses expressly permitted under this Agreement. Customer shall take all
<br />reasonable steps to ensure that the trade secrets and proprietary data contained in the Hardware and Software and the other
<br />Confidential Information are not disclosed, copied, duplicated, misappropriated, or used in any manner not expressly permitted by the
<br />terms of this Agreement. Customer shall keep the Software and all tapes, diskettes, CDs, and other phYSical embodiments of them,
<br />and all copies thereof, at a secure location and limit access to those employees who must have access to enable Customer to use the
<br />Software. Customer acknowledges that unauthorized disclosure of Confidential Information may cause substantial economic
<br />loss to Hart or its suppliers and licensors .
<br />14.3. Return of Confidential Information , Upon termination or expiration of this Agreement or, if earlier, upon termination of
<br />Customer's permitted access to or possession of Confidential Information, Customer shall return to Hart all copies of the
<br />Confidential Information in Customer's possession (including Confidential Information incorporated in software or writings,
<br />electronic and hard copies). Upon termination of Customer's license or sublicense of Software, Customer shall immediately
<br />Verity Master Agreement _1 0192016f 8
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