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DocuSign Envelope ID: 6BBA9CA6-BEBB-4290-82B7-501 D979EB000
<br />Te and Termi tion.
<br />5.1 This Agreement will commence on the Effective Date and will continue in effect until otherwise terminated
<br />in accordance with this Agreement (the "Terre"). The term of each Order Form or SOW shall be as set forth[ on the
<br />Order Form or SOW.
<br />5.2 Either Party may terminate this Agreement for cause immediately (i) if the other Party breaches any material
<br />provision hereof and fails within thirty (30) days after receipt of notice of default to correct such material breach,
<br />or (ii) if the ocher Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency
<br />or similar proceeding, that is not dismissed within sixty (60) days of filing. Termination of an Order Form or SOW
<br />will not be deemed a termination of this Agreement. Termination of this Agreement will, however, terminate all
<br />outstanding Order Forms and S'OWs. F,ither Party may also terminate this Agrement upon no less than thirty (30)
<br />days' prior written notice to the tither Party for any reason, if at such time there are no outstanding Order Forms or
<br />SO Ws then currently in effect.
<br />5.3 Upon termination of this Agreement or any applicable Order Form or SOW, Ascentis will no longer provide
<br />the applicable Services to Client and Client small immediately ]pay all frees and other amounts payable that had
<br />accrued prior to the termination date. Notwithstanding the foregoing, Ascentis will provide transition assistance to
<br />Client as reasonably requested upon the termination or expiration of this Agreement or any Omer Form or SOW on
<br />a time and materials fee basis, with such fees being payable directly to Ascentis. All provisions of this Agreement
<br />that by their terms or by logical application appear to have an effect or an intended effect beyond the termination
<br />of this Agreement shall survive such termination.
<br />6. Access and EQ. tris ' n .
<br />6.1 Subject to and conditioned upon Client's payment of the Fees and compliance and performance in
<br />accordance with all other terms and conditions of this Agreement, Ascentis hereby authorizus Client to access and
<br />use, during the applicable Order Form or SOW term, the Services solely in accordance with (i) this Agreement and
<br />the applicable Order Form, SOW and Services Descriptions, and (ii) all applicable laws and regulations.
<br />(>.2 Client will not (anti will not allow any third party to): (i) reverse engineer, decompile, disassemble, or
<br />otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the
<br />Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute,
<br />pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for timesharing or
<br />service bureau purposes; (v) remove or otherwise alter any proprietary notices or labels from the Services or any
<br />portion thereof, or (vi) use the Services to create any other product or service.
<br />7. intellectual Pra e d Data.
<br />7.1 All right, title and interest in and to the Services, including all intellectual property rights therein, are and
<br />will remain with Ascentis and its respective licensors. Client has no right, license or authorization with respect to
<br />any of the Services except as expressly set forth herein or the applicable third -party license. All other rights in and
<br />to the Services are expressly reserved by Ascentis and its respective licensors.
<br />7.2 As between Client and Ascentis, Client is and will remain the sole and exclusive owner of all right, title
<br />and interest in and to all Client data, including all intellectual property rights relating thereto.
<br />7.3 CIient hereby grants all such rights and permissions in or relating to Client data to Ascentis as are necessary
<br />to perform the Services hereunder.
<br />7.4 Client agrees that Ascentis may collect, use and disclose aggregated data generated by the Services or
<br />derived from Client's use of the Services; provided, however, that Ascentis will only disclose any such data in an
<br />aggregated and anonymixed form so that it will not be identifiable as relating to Client or any one individual.
<br />8. Confidentigliu.
<br />8.1 From time to time during the Term of this Agreement, either Party (as the "Disclosing Party,') may disclose
<br />or make available to the other Party (as the "Receiving Party) information about it_s business affairs,
<br />products/services, confidential intellectual property, trade secrets, third -party confidential information and other
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