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109738\153265\46611157.8
<br />encumber, limit, or interfere in any manner with
<br />Selectron’s or its licensors’ ownership of and rights
<br />with respect to the Licensed Software or Service, or
<br />any Derivative Work or Update or upgrade thereto.
<br />The Licensed Software and any Work Product are
<br />licensed, not sold, and Licensee shall have only those
<br />rights in and to the Licensed Software and Work
<br />Product and any Derivative Work or Update or upgrade
<br />thereto as are expressly granted to it under this
<br />Agreement, including the EULA.
<br />6. Proprietary Information
<br />During the Term of this Agreement and after the
<br />termination of this Agreement, the parties will take all
<br />steps reasonably necessary to hold the other party’s
<br />Proprietary Information in confidence, will not use the
<br />disclosing party’s Proprietary Information in any
<br />manner or for any purpose not expressly set forth in
<br />this Agreement, and will not disclose any such
<br />Proprietary Information to any third party without the
<br />disclosing party’s express prior written consent;
<br />provided, however, that each party (the “receiving
<br />party”) may disclose Proprietary Information of the
<br />other party (the “disclosing party”) (a) to such
<br />receiving party’s employees, directors, officers,
<br />contractors, and agents (collectively,
<br />“Representatives”) who have a need to know such
<br />information and who have been advised of and have
<br />agreed to comply with the confidentiality restrictions
<br />contained in this Section 6 and (b) to such third parties
<br />as are authorized or directed by the disclosing party in
<br />writing. Each party shall be responsible and liable for
<br />the actions and omissions of its Representatives.
<br />“Proprietary Information” belonging to a disclosing
<br />party includes, but is not limited to, such disclosing
<br />party’s (a) trade secrets, inventions, ideas, processes,
<br />formulas, source and object codes, data, other works
<br />of authorship, know-how, improvements, discoveries,
<br />developments, designs, and techniques; (b)
<br />information regarding its plans for research,
<br />development, new products, marketing and selling,
<br />budgets and unpublished financial statements,
<br />licenses, prices and costs, suppliers and customers; (c)
<br />information regarding the skills and compensation of
<br />employees, and (d) other information about or
<br />belonging to such disclosing party that the receiving
<br />party should reasonably know, due to the nature of the
<br />information or the circumstances surrounding its
<br />disclosure, is regarded by the disclosing party as
<br />confidential. Proprietary Information includes reports,
<br />analyses, notes, and other information or materials
<br />that contain or are derived using the disclosing party’s
<br />Proprietary Information, even if developed in whole or
<br />in part by the receiving party.
<br />
<br />For clarity, information about the Licensed Software,
<br />including information about its features, functionality,
<br />and pricing, are and shall remain the Proprietary
<br />Information of Selectron. For further clarity, Licensee
<br />Data is and shall remain the Proprietary Information of
<br />Licensee.
<br />
<br />Notwithstanding the foregoing, information will not be
<br />considered to be Proprietary Information if (a) it is readily
<br />available to the public other than by a breach of this
<br />Agreement; (b) it has been rightfully received by the
<br />receiving party from a third party without confidentiality
<br />limitations; (c) it has been independently developed by the
<br />receiving party without reference to or use of the
<br />disclosing party’s Proprietary Information; or (d) it was
<br />rightfully known to the receiving party prior to its first
<br />receipt from the disclosing party. The receiving party shall
<br />be entitled to disclose the disclosing party’s Proprietary
<br />Information if required by law or a judicial order; provided
<br />that the receiving party first provides prompt notice of the
<br />required disclosure to the disclosing party, and complies
<br />with any protective or similar order obtained by the
<br />disclosing party limiting the required disclosure.
<br />
<br />Nothing in this Section 6 shall prevent Licensee from
<br />complying with public records laws.
<br />7. Representations and Warranties; Warranty
<br />Disclaimer.
<br />7.1 Mutual Representations. Each
<br />party represents and warrants to the other party that the
<br />execution, delivery and performance of this Agreement
<br />(a) is within its corporate, municipal, or governmental
<br />powers, as the case may be (b) has been duly authorized
<br />by all necessary corporate, municipal, or governmental
<br />action on such party’s part, and (c) does not and shall not
<br />contravene or constitute a default under, and is not and
<br />shall not be inconsistent with, any law, regulation,
<br />judgment, decree or order, or any contract, agreement, or
<br />other undertaking, applicable to such party.
<br />7.2 Limited Software Warranty and
<br />Exclusive Remedy. Subject to the limitations set forth in
<br />this Agreement, Selectron represents and warrants to
<br />Licensee that the Licensed Software, when used in
<br />accordance with the Documentation, shall throughout
<br />the Term substantially conform to the functional
<br />specifications in such Documentation. If Licensee finds
<br />what it reasonably believes to be a failure of the Licensed
<br />Software to substantially conform to the functional
<br />specifications in the Documentation, and provides
<br />Selectron with a written report that describes such failure
<br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D
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