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ConfidentialInternal (unencrypted) 4 InTime Confidential and Proprietary Internal required to disclose any Confidential Information, the Recipient will furnish only that portion of the Confidential Information that is legally required and will reasonably cooperate with Disclosure’s efforts to obtain reliable, written assurances that confidential and legally compliant treatment will be accorded to such Confidential Information f) The obligations of confidence contained herein will survive termination or expiry of this Agreement. 5. REPRESENTATION AND IDEMNIFICATION 5.1. Indemnification by InTime - InTime has the right and all necessary permissions to provide the Services to the Customer. In the event of the breach of this representation, InTime shall defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Services infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Customer for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Customer in connection with any such Claim; provided, that Customer (a) promptly gives InTime written notice of the Claim; (b) gives InTime sole control of the defense and settlement of the Claim; and (c) provides to InTime all reasonable assistance, at InTime’s expense. 5.2. Exclusive Remedy - This Section 5 states InTime's sole liability to, and Customer's exclusive remedy against InTime for any type of Claim described in this Section. 6. TERM 6.1. Term – This Agreement is the term set out in the Proposal. If not stated in the Proposal, it will be for a yearly term. It will renew for successive terms on mutual written agreement. Customer may terminate this Agreement at any time without cause upon 30 days notice. 6.2. Termination - This Agreement shall terminate in each of the following events: a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 30 days after receiving written demand therefore; or b) immediately, at the option of the non-breaching party if either party breaches section 4.1(b) or 4.2 of this Agreement; or c) at the option of either party if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within 30 days following commencement thereof or d) on the occurrence of the events set out in section 7.3 provided that the right of termination shall be in addition to all other rights and remedies available to the parties for default or wrong-doing by the other. 6.3. Suspension of Obligations – If either party should default in the performance or observance of any of its obligations, then, in addition to all other rights and remedies available to the non-defaulting party, Docusign Envelope ID: 2C28DE70-6E07-4A01-BD32-F3CE0E07B6CF