CASHTAX CONTRACT DATE AUGUST 2000

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2. SUPPORT AND MAINTENANCE 2.9 Maintenance entitles Customer to have access to Vendor's electronic support facilities and to receive state tax and regulatory updates necessary to maintain functionality that currently exists in Product and all error correction releases and/or performance enhancement releases of the Programs not separately marketed by Vendor, The license granted to Customer under section t shall extend to each update, correction, and enhancement release received from Vendor. Support entitles Customer's employees to telephone Vendor's Helpilne and to have access to Vendor's electronic support facilities. 2.2 Vendor shall have'no obligation to Support or Maintain the Program for Use on any computer system other than the Hardware and Operating System Software specified in the License Supplement or in the event the Customer modifies the Program or data generated by the Program other than as provided in the Documentation. Vendor shall use commercially reasonable efforts to modify any version of the Program to run with new versions oir releases of the Operating System Software or Hardware. if Customer purchases Maintenance from Vendor for any Programs for Use on specific Hardware or in a specific network, Customer must purchase Maintenance from Vendor for all functionally related Programs licensed from Vendor. for Use on such hardware or network. 2.3 Upon completion of each major release of the Program(s) but not less often than annually, Vendor shall deliver one copy of any Vendor source code for the Program to Vendor's then current escrow agent. Invoices for maintenance will include the name and address of the then current escrow agent. So long as Customer is current on maintenance and is in compliance with the provisions of its agreements with Vendor. In the event Vendor ceases to maintain the Program(s), Customer shall have a right to obtain access to such escrowed source code from the escrow agent. 3. CONFIDENTIALITY AND PROPRIETARY RIGHTS 3.9 Each party shall hold Confidential Information of the other in confidence. "Confidential Information" includes without limitation the terms of this Agreement, the Program(s) and all Documentation, and all methods or concepts utilized therein, plus all information ident€fedy the. disclosing party as proprietary or confidential. All Confidential Information shall remain the sole property of the disclosing party. Upon execution of a non -disclosure agreement'satisfactory to the Vendor, third parties may have access to Confidential Information solely for the purpose of providing services to Customer. . Information will not be considered to be Confidential Information if (i) available to the public other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach -of any obligation of confidentiality; (iii) independently developed by a party without access to Confidential Information of the other; (iv) known to the recipient at the time of disclosure; (v) produced In compliance with applicable law or a court order, provided the other party is given notice and opportunity to intervene; or (vi) it does not constitute a trade secret and more that five (5) years have elapsed from the date of disclosure. 3.2 All Programs and Documentation, and any modifications or copies thereof, are proprietary and protected by copyright and/or frade'secret law and no ownership rights are transferred by this Agreement. All proprietary notices incorporated in, marked on, or affixed to a Program or other Confidential Information by Vendor or its suppliers shall be duplicated by Customer on all copies of all or any part of the Program and shall not be altered, removed, or obliterated. Customer shall not reverse engineer, reverse assemble, or reverse compile and Program or part thereof. Customer may modify the Program(s) to the extent and in the manner described in the Documentation for the Program(s). 2