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<br />
<br />2505 N Oakland Avenue, Milwaukee, WI 53211 • 800.781.2320 • readyrebound.com
<br />Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-
<br />sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Client to make
<br />reasonable use of the Deliverables and the Services.
<br /> 8. Confidentiality. From time to time during the Term, either Party (as the “Disclosing Party“) may
<br />disclose or make available to the other Party (as the “Receiving Party“), information that is treated as
<br />confidential by the Disclosing Party, including but not limited to all non-public information about its business
<br />affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and
<br />other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or
<br />media, and whether or not marked, designated, or otherwise identified as “confidential” (“Confidential
<br />Information“); provided, however, that “Confidential Information” does not include any information that:
<br /> (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of
<br /> this Section 8;
<br /> (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source,
<br /> provided that such third party is not and was not prohibited from disclosing such Confidential
<br /> Information;
<br /> (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or
<br /> (d) was or is independently developed by Receiving Party without using any Confidential Information.
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<br />During the Term and for the twelve (12) months thereafter, the Receiving Party shall:
<br /> (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at
<br /> least the same degree of care as the Receiving Party would protect its own Confidential Information,
<br /> but in no event with less than a commercially reasonable degree of care;
<br /> (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any
<br /> purpose other than to exercise its rights or perform its obligations under these Terms; and
<br /> (c) not disclose any such Confidential Information to any person or entity, except to the Receiving
<br /> Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on
<br /> its behalf, to exercise its rights or perform its obligations under these Terms.
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<br />If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it
<br />shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such
<br />requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a
<br />protective order or other remedy. For purposes of this Section 8 only, Receiving Party’s Group shall mean the
<br />Receiving Party’s affiliates and its or their employees, officers, members, managers, attorneys, accountants, and
<br />financial advisors.
<br /> 9. Term, Termination, and Survival.
<br /> 9.1 These Terms shall commence as of the date of the first Statement of Work and shall continue
<br /> thereafter for a period of three (3) years unless sooner terminated pursuant to Section 9.2 or
<br /> Section 9.3 (the “Initial Term”), and shall automatically renew for additional one (1) year terms
<br /> (each a “Subsequent Term” and together with the Initial Term, the “Term”), unless either Party
<br /> notifies the other at least ninety (90) days prior to the expiration.
<br /> 9.2 Either Party may terminate these Terms, effective upon written notice to the other Party (the
<br /> “Defaulting Party“) if the Defaulting Party:
<br /> (a) Materially breaches these Terms, and such breach is incapable of cure, or with respect to a
<br /> material breach capable of cure, the Defaulting Party does not cure such breach within
<br /> thirty (30) days after receipt of written notice of such breach.
<br /> (b) Becomes insolvent or admits its inability to pay its debts generally as they become due.
<br /> (c) Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or
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