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<br /> and one-half percent (1.5%) per month or the highest rate debtor relief law, a trustee or receiver is appointed to take
<br /> allowable by applicable law, whichever is less, determined and possession of all or substantially all of MORPHO's assets under
<br /> compounded daily from the date due until the date paid. any debtor relief law, all or substantially all of MORPHO's assets
<br /> Payment of such finance charges will not excuse or cure are attached or seized, or MORPHO dissolves, liquidates or
<br /> Customer's breach or default for late payment. Further, adopts any plan for dissolution or liquidation.
<br /> Customer will reimburse any costs or expenses (including, but
<br /> not limited to, reasonable attorneys' tees) incurred by MORPHO 6.5 Effect of Termination. MORPHO will not be
<br /> to collect any amount which is not paid when due. MORPHO obligated to provide any service, repair, correction, updates or
<br /> may accept any check or payment in any amount without other support under this Agreement after the Term. If Customer
<br /> prejudice to MORPHO's right to recover the balance of the terminates the Term pursuant to paragraph 6.4, MORPHO will
<br /> amount due or to pursue any other right or remedy. No refund to Customer that portion of the support tees paid by
<br /> endorsement or statement on any check or payment or in any Customer for the balance of the month of termination (or, if
<br /> letter accompanying a check or payment or elsewhere will be Customer has prepaid the tees for the then-current Support
<br /> construed as an accord or satisfaction. Unless otherwise clearly Year, for the balance of such Support Year), prorated on a daily
<br /> specified or implied, all amounts payable under this Agreement basis. Customer will not be entitled to any refund in the event of
<br /> are denominated in United States dollars, and Customer will pay a termination pursuant to paragraph 6.2 or 6.3. Sections 5, 7
<br /> all such amounts in lawful money of the United States. and 8, together with all other provisions of this Agreement which
<br /> may reasonably be interpreted or construed as surviving
<br /> 5.4 Taxes. MORPHO shall bear the cost of all duties and termination of the Term, will survive any termination of the Term.
<br /> similar tees payable on any replacement parts provided under
<br /> this Agreement. Unless otherwise clearly specified, the fees and Section 7. Confidential Information
<br /> other amounts specified in this Agreement do not include any 7,1 Confidential Information. Except as otherwise
<br /> sales, use, or similar taxes. Customer will pay or reimburse authorized b MORPHO in writing, Customer will:
<br /> MORPHO for all such taxes or will provide MORPHO with an by (i) use the
<br /> exemption certificate satisfactory to MORPHO. Confidential Information solely for the purposes for which it is
<br /> disclosed by MORP MORPHO; (ii) not make any copies of any
<br /> Section 6. Term Confidential Information without MORPHO's prior written
<br /> approval; (iii) take all necessary steps to protect Confidential
<br /> 6.1 General. The Term will commence upon the Information from any unauthorized use or disclosure (including,
<br /> Effective Date and will continue until the fourth anniversary of the without limitation, any steps reasonably requested by MORPHO
<br /> Effective Date unless earlier terminated in accordance with to protect any Confidential Information); and (v) not disclose or
<br /> paragraph 6.2, 6.3 or 6.4. furnish any Confidential Information to any third parry other than
<br /> employees of Customer who have a need to know the
<br /> 6.2 Anniversary Date. Either party may terminate the information and a written obligation to maintain the confidentiality
<br /> Term effective as of the end of any Support Year by giving the of the information.
<br /> other party written notice of such termination at least ninety (90)
<br /> days prior to the end of such Support Year. 7.2 Access Limitation. Customer shall not reverse
<br /> engineer, modify, disassemble or decompile all or any part of the
<br /> 6.3 Termination by MORPHO. MORPHO may terminate Software or the Boards or otherwise attempt to discover any
<br /> the Term by giving Customer written notice of such termination if: source code or trade secrets related to the Software, the Boards,
<br /> (i) Customer fails to make any payment when due, MORPHO or any other Confidential Information. If MORPHO terminates
<br /> gives Customer written notice of such failure and such failure is this Agreement but the Base Agreement continues in force,
<br /> not cured within ten (10) days (or such longer period as may be Customer shall be entitled to engage a third party to maintain the
<br /> permitted by MORPHO) after Customer's receipt of MORPHO's Software and Equipment. Provided that such third Pa
<br /> rte: s is
<br /> police of the failure; (ii) Customer makes or permits any not a competitor of MORPHO; and (i) enters into a confidentiality
<br /> unauthorized use or disclosure of any Confidential Information; agreement satisfactory to MORPHO, as determined at
<br /> (iii) Customer commits a material non-monetary breach of or MORPHO's sole discretion, MORPHO shall provide such third
<br /> default under this Agreement, MORPHO gives Customer written party with such information with respect to the Software and
<br /> notice of such breach or default, and the breach or default is not Boards as is necessary to maintain and support the Software
<br /> cured within thirty (30) days (or such longer period as may be and Equipment.
<br /> permitted by MORPHO) after Customer's receipt of MORPHO's
<br /> notice of the breach or default; or (iv) Customer files or has filed 7.3 Equitable Relief. Customer acknowledges that
<br /> against it a petition to have Customer adjudged bankrupt or for unauthorized disclosure or use of the Confidential Information
<br /> reorganization or arrangement of Customer under any could cause irreparable harm to MORPHO for which monetary
<br /> bankruptcy, moratorium, insolvency, reorganization, liquidation, damages may be difficult to ascertain. Accordingly, Customer
<br /> conservatorship or other debtor relief law, Customer makes any agrees that MORPHO shall have the right, in addition to any
<br /> general assignment for the benefit of its creditors under any other rights or remedies available to MORPHO. to seek and
<br /> debtor relief law, a trustee or receiver is appointed to take obtain injunctive and other equitable relief to prevent or stop any
<br /> possession of all or substantially all of Customer's assets under unauthorized disclosure or use of any Confidential Information.
<br /> any debtor relief law, all or substantially all of Customer's assets
<br /> are attached or seized, or Customer dissolves, liquidates or 7.4 Ownership. MORPHO retains all right, title and
<br /> adopts any plan for dissolution or liquidation. interest in and to all Confidential Information, along with any and
<br /> all patent, copyright, trade secret, trademark and other
<br /> 6.4 Termination by Customer. Customer may terminate proprietary rights associated with any Confidential Information,
<br /> the Term by giving MORPHO written notice of such termination and no ownership of or title to any Confidential Information or
<br /> if: (a) MORPHO commits a material breach of or default under any associated proprietary rights is transferred to Customer
<br /> this Agreement, Customer gives MORPHO written notice of the hereby.
<br /> breach or default, and the breach or default is not cured within
<br /> thirty (30) days (or such longer period as may be permitted by 7.5 Exceptions. The confidentiality obligations of
<br /> Customer) after MORPHO's receipt of Customer's notice of the Customer under this Section 7 shall not apply to any Confidential
<br /> breach or default; or (b) MORPHO files or has filed against it a Information that Customer can conclusively prove: (i) was in or
<br /> petition to have MORPHO adjudged bankrupt or for entered the public domain through no fault of Customer; (ii) was
<br /> reorganization or arrangement of MORPHO under any known to Customer before the disclosure by MORPHO; (iii) was
<br /> bankruptcy, moratorium, insolvency, reorganization, liquidation, received by Customer from a third party legally entitled to make
<br /> conservatorship or other debtor relief law, MORPHO makes any an unrestricted disclosure; or (iv) is required to be disclosed by
<br /> general assignment for the benefit of its creditors under any any applicable law, regulation or order of a governmental
<br /> authority having jurisdiction; provided, that in the event of any
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