Fracta 1/28/2020 - Laserfiche WebLink

MD • SOFTWARE AS A SERVICE SUBSCRIPTION • • • FRACTA 6.3 Protection of Confidential Information. During the term of this Agreement, Receiving Party agrees to hold the Disclosing Party's Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information including,without limitation, all precautions that Receiving Party uses for to its own confidential information, but in no event less than reasonable care. 6.4 Required Disclosures. If a Receiving Party is legally compelled by a court or governmental body to make any disclosure of Confidential Information,the Receiving Party shall (i) promptly notify the Disclosing Party, unless such notice is prohibited by law; and (ii) consult with and assist the Disclosing Party, at the Disclosing Party's expense, in obtaining an injunction or other appropriate remedy to prevent such disclosure. 6.5 Unauthorized Disclosure. If a Receiving Party discovers that the Disclosing Party's Confidential Information has been used or disclosed in violation of this Agreement,the Receiving Party will immediately: (i) notify Disclosing Party; (ii)take reasonable action to minimize the impact of the use or disclosure; and (iii)take necessary steps to prevent a further disclosure of any Confidential Information. 6.6 Return of Confidential Information. A Receiving Party will return or destroy all Confidential Information and all copies received from the Disclosing Party within 15 days of the Disclosing Party's request. If the Confidential Information is destroyed by Receiving Party,that Receiving Party must certify such destruction in writing. Notwithstanding the foregoing,the Receiving Party may retain one copy of any of Disclosing Party's Confidential Information to comply with Receiving Party's legal or regulatory requirements. 7. FEES and PAYMENT 7.1 Fracta will invoice Customer annually in advance on the Effective Date for SaaS subscriptions ordered by Customer as shown in the Software as a Subscription form. If Customer orders additional subscriptions during the Term of this Agreement,the first-year subscription fee and first-year term for the additional subscriptions will be prorated to cover the remaining portion of the current year. Invoices are payable net thirty(30)days. 7.2 On each anniversary of the Effective Date during the Initial Term, and upon the commencement of any Renewal Term, Fracta may increase the subscription fees for the coming year by five percent (5%) or by the CPI Adjustment,whichever is lower. The CPI Adjustment means the percentage increase (if any) in the year over year average CPI-U (All Urban Consumers, U.S. City Average)for the prior two years, as reported by the US Bureau of Labor Statistics. 7.3 For any Data Normalization services that are outside the standard scope, or Customer will be billed on a time-and-materials basis at the rate of$1,200 per day. 7.4 All fees quoted to Customer for the provision of the Services by Fracta are exclusive of any sales tax or similar tax or fee. 8. NOTICES. All written notices required by this Agreement must be delivered to the addresses shown on Software as a Subscription form by overnight courier or certified mail, and will be effective upon receipt. Either party may change its address for notices by giving written notice of the change to the other party. Fracta Confidential Page 6 of 12 December 4,2019