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5.?
<br />5.3
<br />5.4
<br />5.5
<br />6.l0
<br />6.1
<br />6.2
<br />6.3
<br />6.4
<br />6.5
<br />6.6
<br />6.7
<br />6.8
<br />Non-Disclosure. Except as required by larv or regulation, Client shall hold and maintain the Confirlential lnformation in strictest confidence and
<br />in trust lor the sole and exclusive beneiit ofstreamline, ancl this Agreement creates no obligation on Streamline to disclose any ofis Cont'idential
<br />Information. Except as requirerJ by larv or regulation, Client shall riot, rvithout the prior rvritten approval ofthe Streamline. use lor its oun benefit'
<br />publish or othenvise disciose to oth.rr, o, fennit the use by others for their benifrt. or to the detriment ofstreamline. any ofthe Confidential
<br />Intbrmation. Clienr shall carelully ,"rtri.t u"..r, ro the Conhdential [nformation to those of its employees rvho clearly need such access Client
<br />further warrants and represents that it shall advise each ofthe persons to rvhom it provides access to any ofthe Conlidential Intbrmation pursuant
<br />to rhe loregoing senten;e that such persons are prohibited from making any ut". publishing o, othenvise disclosing to others' or pemtitting others
<br />tousefortheirbenefit,ortothedetrimentofstreamline,anyoltheCo-nfiiential lnformation. Clientrepresentsand\?rrantstlratnoConftdential
<br />Information. orany portion thereof, shall be eKported to any country in violation ofthe United States Administration Act and all regulations
<br />thereunder.
<br />Retum ofConfidential Information. Except as required hy larv or regulation, any materials or_documents rvhich have been lurnished by Streamline
<br />@'accompanled-t,yalLcopies-o-|-sush3qcqme0ta!i9.n,-el!9I!h-e_tpru'liIal!q.n.qf$u4cLqg!9lt-o'l3!3I!l!!T9!rp9I}__
<br />Streamline's request. Except as required by larv or regulation, no copies of Confidential [nformation may be made unless approved in irriting by
<br />Streamline.
<br />lniunctive Relief. Client understands and acknowledges that its obligati()ns are necessary and reasonable in order to protect Streamline's business
<br />"",1 "-pr"*ly "grees
<br />that monetary damages would bJ inadequare toiompensate Streamline t'or any breach ofany covenant or.agreement set f,orth
<br />trerein, Ac-c-p.:dj,ngly' Qlient agrees and ikno,rvledge,_s lhql q;y sugb_ylgiltion or $iggigled violation shall cause irreparable injury to Streamline
<br />and rhar, in addirion to any orher t".i-di". tnot *uy u" u"iiiu-nij, in lu*i in equltv o. oihenvisa. sftamline siiall be entitled tb bbtain injunctive
<br />reliefagainst the breach oi threatened breach undei this Article 5, or the continuation ofany such breach, rvithout the necessity ofproving actual
<br />damages
<br />Leeal proceedines. IlClient is requested or required (by oral questions, interrogatories, requests for information or documents in a legal proceeding.
<br />*bp""tr" .it'1 l""estigative demand or orher !imilar process) to disclose any of the Confidential Information, Client shall endeavor in good faith
<br />to irovide rhe Streamline prompt notice of the requist or requirement so that Streamline may at its expense seek a protective order or other
<br />appropriate remedy or ivaive compliance rvith the provisions ofthis Agreement
<br />ARTICLE 6
<br />MISCELLANEOUS
<br />Enrire Asreement. This Agreement constitutes the entire agreement behveen rhe Parties pertaining to the subject matter contained herein' and shall
<br />t"pa".a. rfi piior and conternporaneous agreements, representations and understandings ofthe Parties regarding such subject matter including.
<br />but not limited to, oral agreements.
<br />Bindine Effecr. This Agreement shall be binding on the Parties to this Agreement, and their heirs, executors. administrators, personal
<br />representatives- successots- and assigns.
<br />Recitals. EachofthestatementsserlorthintheRecitalsportionofthisAgreementshall bedeemedlbrall purposestobeincludedrntheOperativc
<br />Provisions of this Agreernent.
<br />Exhibis. Sections. and Artictes. Any references to Exhibits, Sections, or Articles refer to the actual Exhibits. Sections' and Articles wilhin this
<br />Agreemsnt.
<br />lncorooration. All Exhibits and documents referenced herein are incorporated herein by their specific reference and made a pad hereol
<br />Waiver. A party's faiture to insist on compliance or enfbrcement of any provision of this Agreement shall not aft-ect the validiry or enforcement.
<br />orconstitutearvaiveroflutureenforcement ofthatprovisionorofanyotherprovisionofthisA$eemenlbythatPanyoranyotherParty
<br />Modification. Except as otherwise specifically provided herein, no alteration, modification or interpretation of this Agreement shall be binding
<br />,rnl"rt it**iting unisigned by all of tire Partiei. i'lotwithstanding the foregoing, a modification to this Agreement. the effect of rvhich is to increase
<br />or decrease the ALSF by no more than Four Hundred Dollars ($400) shall be permissible and constitute a binding Agreement modification ifsame
<br />is requested by and acknowledged via e-mail.
<br />Assisnment. Except as otherwise specifically provided herein, atl ofthe rights and obligations ofthe Parties set lorth herein are personal to the
<br />parties and none ofthe Parties may assign hii/lter/its righa nor delegate his/her/its duties hereunder to any other Party without the express' prlor'
<br />rvritten consent of the other Partiei. ttonvirhstanding thi previous sentence, Streamline may transfer or assign its rights and obligations under this
<br />Agreement to a subsidiary or entig' controlling, controlled by or under common control rvith Streamline or to an entitv that acquires Streamline by
<br />merger or purchase ofall or subsuntially all of Streamline's assets.
<br />Force Maieure. Neither party shall be in default of is obligations to the extent its performance is delayed or prevented by causes beyond its control,
<br />GEuOing builor timitedto acts ofGod, earthquake, flood, embargo, rios, sabotage, fire, labor disturbances, acts ofrvar, acts oftenor, radiological.
<br />nuclear,-chemical, or biological attack, or spread of infectious disease, a new and unforeseeable law or court order that prohibits a part)"s
<br />performance or imposes a iubstantial and commercially unreasonable burden on a part-v's performance, or the unavailabilit-v ol third-party
<br />ielecommunicationl or sen,ices lalter taking all commercially reasonable steps to provide sutrstitutes therefore).
<br />Indemnification. To the extent permitted by applicable law the Company will indemnifo and hold the Client harmless fiom and against any and
<br />"tl 1"", d.."g", liabiliry'. claims andlor injury resulting from all actions perlormed by the Company, or its agena on the Company's behall' in
<br />connection with this Agieement. Horvever, this indemnihcation shatl not appl-v with respect to any legal cause, action or consequential liabilit]
<br />or losses as a result lrom inaccurate or incomplete information or unfounded or unreasonable submissions furnished to the Company by the Client
<br />nor shall it apply to any act, omission or negligence olthe Client.
<br />lnsurance. The Company shall secure and maintain in effecr at all times during performance ofrvork under this Agreement such insurance as lvill
<br />prot .t Colnpuny. its employees, and agents lrom all claims, losses, harm, costs, liabilities, damages and expenses arising out of Company's
<br />performanciuncler this Agrlement, inclucling but not Iimited to personal injury (including death) or property damage. All insurance shall be
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