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4.3 Taxes. The Fees for the Services do not include any excise, sales, use, value added or
<br />other taxes, tariffs or duties that may be applicable to the Services. When Company has the
<br />legal obligation to collect such taxes, lariffs or duties, the amount of such taxes, tariffs aDd
<br />duties will be anvoiced to Client, and Client will pay such amount unless Client provides
<br />Company with a valid tax exernption certificate authorized by the appropriate taxing authority.
<br />All payments by Client for the Seruices will be made free and clear of, and without reduction
<br />for, any withholding taxes. Any such taxes which are otherwise imposed on payments to
<br />Company will be Client's sole responsibilily. Client wil! provide Company with official receipts
<br />issued by the appropriate taxing authority or such other evidence as is reasonably requested
<br />by Company to establish ihat such taxes have been paid.
<br />5. Term and Termination
<br />5.1 Term. The term of this Agreement will commence on the Effective Date and will continue
<br />in effect unless earlier terminated pursuant to lhe terms of this Agreement.
<br />5.2 Termination for Convenience. Either party may terminate this Agreement upon sixty
<br />(60) calendar days'written notice. Unless otheMise agreed by the parties, tennination
<br />pursuant to thls Section 5.2 will not relieve Company of its obligations under any open
<br />Service Specs, which obligations will continue to be goveflred by this Agreement.
<br />Termination pursuant to this Section 5.2 will not relieve Client of its obligation to pay for any
<br />Services or expenses performed pursuant to any Seruice Specs.
<br />5.3 Termination for Cause. Either party may terminate this Agreement upon written nofice if
<br />the other party has materially breached any provision of this Agreement and has not cured
<br />such breach within thirty (30) calendar days after receivinq written notice from the Don-
<br />breaching party describing such breach in reasonable detail and stating the non-breachlng
<br />party's intent to terminate this AOreement.
<br />5.4 Suspension of Seruices. Notwithstanding any other provision of this Agreement,
<br />Company may, in its sole discretion, suspend Services and the delivery of a Deliverable if:
<br />(a) Clienl materially breaches any of its obligations under this Agreement including, without
<br />limitation, failure by Client to pay any amount under this Agreement within thirty (30) days
<br />after the date of Company's invoice therefor; or (b) Company determines that Client may be
<br />unable to make any scheduled or expected payment. Any such suspension by Company: (i)
<br />will not constitute termination of this Agreentent or any Service Specs (and Client will
<br />continue to be bound by its obligations under this Agreement); (ii) will be deemed to modib/
<br />the Target Date outward to the same edent as the period of delayed payment, performance
<br />or other material breach, without penalty to Company; (iii) will entitle Company to
<br />reimbursement by Client for any and all costs and expenses incurred by Company in
<br />connection with any such suspension: and (iv) may be cancelled or revoked in Company's
<br />sole discretion. Wthout limiting the foregoing, any such suspension will be considered a
<br />delay caused by Client pursuant to Article 3.
<br />5.5 Return of Materials. Upon any expiration or lermination of ihis Agreement, except as
<br />necessary to exercise the rights granted by Company to Client pursuant to Section 7.2, each
<br />party will return promptly or, at the other party's request, destroy all documents and other
<br />tangible objects containing or representing Confidential lnformation of the other party except
<br />to the extent that such documents must be retained to satisfy auditing or regulatory
<br />requirements. lf requested by the other party, each party will provide the other party with
<br />written certification of compliance with the foregoing obljgations under this Section 5.3.
<br />5.6 Suruival. Notwithstanding any expiration or termination of this Agreement, all payment
<br />obligations incurred prior to expiration or terminatiou will survive, and lhe following provisions
<br />will survive: Articles 4, 6, 7, I and 10, and Sections 5.5, 5.6 and 8.2. All other rights granted
<br />under this Agreement will cease upon expiration or termination of this Agreement,
<br />6. Confidential lnformation
<br />6.1 "Confidential lnformation" means any information disclosed under this Agreement by
<br />either parly ("Disclosing Party") to the other party ("Receiving Party") that: (a) is in written,
<br />graphic, machine readable or other tangible fornt and is marked "Confidential," "Proprietary"
<br />or in some other manner to indicate its confidential nature; (b) oral information disclosed by
<br />the Disclosing Party to the Receiving Party pursuant to this Agreement, provided that such
<br />information is designated as confidenlial at the time of disclosure and reduced to a written
<br />summary by the Disclosing Party, marked in a manner to indicate its confidential nature and
<br />delivered to the Receiving Par{y within ten (1 0) calendar days after its oral disclosure; and (c)
<br />information otheruise reasonably expected lo be treated in a confidential manner under the
<br />circumstances of disclosute. Notwithstanding the foregoing, the following information will be
<br />deemed the Confidential lnformation of Company whether or not so designaled upon
<br />disclosure or confirmed in writing: (i) Company pr:cingi (ii) Company Pre-Existing Technology
<br />and Company Work Product (both defined in Section 7); and (iii) any know-how, des:gns,
<br />layouts, configurations, methods, processes, formulae, specifications, functionality,
<br />performance data, test results or error or bug information provided by Company to Client
<br />under this Agreement or otheMise obtained by Client from use or examination of the
<br />Deliverables. Confidential lnformation may also include information of a third party that is in
<br />the possession of lhe Disclosing Party and is disclosed to the Receiving Party under this
<br />Agreement. Confidenlial lnformation w:ll not include any information that: (1 ) was publicly
<br />known and made generally available in the public domain prior to the time of disclosure by
<br />the Disclosing parly; (2) becomes publicly known and made generally available after
<br />disclosure by the Disclosing Party to the Receiving Party through no aclion or inaction of the
<br />Receiving Pa.ty; (3) was already in the possession of the Receiving Party without
<br />confidentiality obligations at the time of disclosure by the Disclosing Party as shown by the
<br />Receiving Parly's files and records immediately prior to the lime of disclosure; (4) is obtained
<br />without confidentiality obligations by the Receiving Party from a third parly without a breach
<br />of such third party's obligations of confidentiality; or (5) is independently developed by the
<br />Receiving Party without use of or reference to the Disclosiug Party's Confidential Information.
<br />6.2 Non-Use and Non"Disclosure. The Receiving Parly will use the Disclosing Party's
<br />Confidential lnformation solely for the purposes of performing ils obligations and exercising
<br />its righls under this Agreement. The Receiving Party will not disclose any Confidential
<br />lnformation of the Disclosing Party to third parties or to such party's employees, except that,
<br />subject to Section 6.3 below, the Receiving Party may disclose the Disclosing Party's
<br />Confidential lnformation to those employees and contractors of the Receiving Party who are
<br />required to have the information in order to perform Receiving Party's obligations and
<br />exercise the Receiving Party's rights under this Agreement, provided however that such
<br />employees or contractors are subject to a conlidentiality agreement with terms no less
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