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4. PAYMENT including but not limited to, the Freedom of Information Act
<br /> 4.1 Payment Terms. During the term of this Agreement, (FOIA), but shall allow Proactis to redact content as allowed
<br /> Customer agrees to compensate Proactis for SaaS Products by law.
<br /> as set forth in the Fee Schedule attached hereto or any 6.2 Remedies. Subject in every respect to the Addendum
<br /> Statement of Work. Unless otherwise noted in the Fee (Washington State Transparency Laws), the Parties agree
<br /> Schedule or any Statement of Work, Proactis shall send that, notwithstanding any other section of this Agreement,the
<br /> invoices to Customer and all amounts due Proactis shall be non-breaching Party shall be entitled to seek equitable relief
<br /> paid within thirty(30)days of the invoice date. Any amounts to protect its interests, including but not limited to preliminary
<br /> due under this Agreement not received by Proactis by the due and permanent injunctive relief, as well as money damages.
<br /> date shall be subject to a service charge of one and one half Subject in every respect to the Addendum (Washington State
<br /> percent(1%%) per month, or the maximum charge permitted Transparency Laws),nothing stated herein shall be construed
<br /> by law,whichever is less. to limit any other remedies available to the Parties.
<br /> 4.2 Taxes. Customer shall calculate and pay all taxes, duties or 7. TERM AND TERMINATION
<br /> charges of any kind (including withholding or value added 7.1 Term.This Agreement shall become effective on the Effective
<br /> taxes) imposed by any federal, state, or local governmental Date and shall continue in force so long as one or more of the
<br /> entity for the SaaS Products provided under this Agreement, SaaS Products is being provided by Proactis.
<br /> excluding only taxes based solely on Proactis' net income.
<br /> Customer shall hold Proactis harmless from all claims and 7.2 Termination for Cause. Proactis may, by written notice to
<br /> liability arising from Customer's failure to support or pay any Customer, terminate this Agreement if any of the events
<br /> such taxes,including duties,tariffs or charges. described under (i), (ii) or (iii) below occurs, and Customer
<br /> may, by written notice to Proactis,terminate this Agreement if
<br /> 5. PROPRIETARY RIGHTS either of the events described under(ii) or (iii) below occurs
<br /> 5.1 Title to Technology. All Intellectual Property Rights pertaining (in each case, "Cause"). In the event Customer terminates
<br /> to Proactis, the Software, Services, and the SaaS Products, this Agreement for Cause, Proactis will refund the pro-rated
<br /> in whole or in part, shall be, vest with and remain the portion of any pre-paid Fees covering the period of time
<br /> exclusive property of Proactis and its third party licensors. during which SaaS Products were to be provided by Proactis.
<br /> 5.2 Title to Transaction Information. As between the Parties, all In the event Proactis terminates this Agreement for Cause,
<br /> Intellectual Property Rights in Transaction Information the Customer will forfeit any pre-paid Fees paid to Proactis.
<br /> supplied by Customer and/or its Suppliers in connection with (i) Customer fails to pay any amount due to Proactis within
<br /> the SaaS Products are and shall remain the exclusive ten (10) days after Proactis gives Customer written notice of
<br /> property of Customer. Proactis makes no claims, warranties such non-payment;
<br /> or representations with regard to the ownership of (ii) The other Party is in breach of any material, non-
<br /> Transaction Information. Notwithstanding the foregoing, all monetary term, condition or provision of this Agreement,
<br /> Intellectual Property Rights in Market Statistics are and shall which breach, if capable of being cured, is not cured within
<br /> remain the exclusive property of Proactis. thirty (30) days after the non-breaching Party gives the
<br /> 5.3 Title to Content. All title, right, and interest in and to Content breaching Party written notice of such breach;or
<br /> submitted to Proactis in the course of performing the Services (iii) The other Party (a)terminates or suspends its business
<br /> shall remain the property of the applicable Supplier or other activities, (b)becomes insolvent, admits in writing its inability
<br /> third party owners. All title, right and interest in and to to pay its debts as they mature, makes an assignment for the
<br /> Content licensed by Proactis from third party licensors and benefit of creditors, or becomes subject to direct control of a
<br /> utilized in the process of providing the SaaS Products, if any, trustee,receiver or similar authority,or(c)becomes subject to
<br /> shall remain the exclusive property of Proactis or its third any bankruptcy or insolvency proceeding under federal or
<br /> party licensors. If all or part of any Content becomes the state statutes which is not rescinded within sixty(60)days.
<br /> subject of an actual or threatened lawsuit or if Proactis
<br /> believes such Content may violate a third party's Intellectual 7.3 Termination for Public Convenience. Customer may,upon 90
<br /> Property Rights or applicable law, Proactis will immediately days' prior written notice to Proactis, terminate this
<br /> be entitled to remove such Content without incurring any Agreement.
<br /> liability to Customer. 7.4 Effect of Termination. Upon termination of this Agreement
<br /> 5.4 Suggestions. Proactis shall have a royalty-free, worldwide, consistent with the terms herein, Proactis may immediately
<br /> perpetual license to use or incorporate into the Service any discontinue Customer's access and use of the SaaS
<br /> suggestions, ideas, enhancement requests, feedback, Products. Customer shall promptly discontinue use of any
<br /> recommendations or other information provided by Customer SaaS Products, Software and Confidential Information that
<br /> or its Authorized Users relating to the SaaS Products. Customer has received from Proactis.
<br /> 7.5 Return Of Materials. Upon termination or expiration of this
<br /> 6. CONFIDENTIALITY Agreement, Customer will have 90 days to determine if
<br /> Customer wants Proactis to return a copy of all or any part of
<br /> 6.1 Nondisclosure of Confidential Information. Subject in every Customer data. If Customer requests a copy of all or any part
<br /> respect to the Addendum (Washington State Transparency of Customer data, the data will be provided in a mutually
<br /> Laws), each Party shall retain the other Party's Confidential agreed upon format solely at Customer's cost and expense.
<br /> Information in the strictest confidence (need to know basis) If Customer does not affirmatively elect to have a copy of the
<br /> and shall not disclose such Confidential Information to any Customer data returned to Customer within 90 days of the
<br /> third party. Subject in every respect to the Addendum termination or expiration of this Agreement or after such time
<br /> (Washington State Transparency Laws), each Party agrees: as a copy of the Customer data was return to Customer,
<br /> (i)to use the Confidential Information only for the purposes of Proactis will, at its sole discretion, no longer hold or be
<br /> this Agreement and as expressly permitted by this responsible for and may delete, any and all data held on
<br /> Agreement; (ii) not to make copies of or store Confidential behalf of the Customer.
<br /> Information or any part thereof except as expressly permitted
<br /> by this Agreement; (iii) to reproduce and maintain on any 7.6 Survival. Notwithstanding any termination of this Agreement,
<br /> copies of any Confidential Information such proprietary Section 6 ("Confidentiality") shall survive for a period of five
<br /> legends or notices (whether of disclosing Party or a third (5)years, Section 10.3("Employee Solicitation")shall survive
<br /> party) as are contained in or on the original or as the for a period of one (1) year, while Sections 5 ("Proprietary
<br /> disclosing Party may otherwise reasonably request; and (iv) Rights"), 7.3 ("Acceleration of Payments"), 8 ("Disclaimer;
<br /> to treat this Agreement as Confidential Information. Limitation of Liability"), 9 ("Indemnification") and 10.5
<br /> Notwithstanding the foregoing, the Customer shall provide ("Arbitration and Governing Law")shall survive termination of
<br /> information to third parties if required to do so by law, this Agreement indefinitely. All other rights granted
<br /> hereunder will cease upon termination.
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<br /> Master Services Agreement
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