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Page 5 of 14
<br />v. 202207
<br />ACCURACY, OR FITNESS FOR A PARTICULAR
<br />PURPOSE.
<br />8. TERM; TERMINATION
<br />8.1. Term. This Agreement shall commence on the
<br />Effective Date and, unless otherwise terminated in
<br />accordance with its terms, will remain in effect through the
<br />end of the Subscription Period set forth on the Order Form.
<br />8.2. Termination For Cause. Either party may
<br />terminate this Agreement: (a) on thirty (30) days’ prior
<br />Notice if the other party materially breaches any of the
<br />terms of this Agreement and such breach remains uncured
<br />thirty (30) days following such party’s receipt of the
<br />terminating party’s Notice; or (b) immediately on Notice if:
<br />(i) all or substantially all of the assets of the other party are
<br />transferred to an assignee for the benefit of creditors, to a
<br />receiver or trustee in bankruptcy; (ii) a proceeding is
<br />commenced by or against the other party for relief under
<br />bankruptcy or similar laws and such proceeding is not
<br />dismissed within thirty (30) days; or (iii) the other party is
<br />adjudged bankrupt or insolvent.
<br />8.3. Survival. Upon termination or expiration of this
<br />Agreement, any provision of this Agreement that, by its
<br />terms or its nature should survive the termination or
<br />expiration of this Agreement shall so survive, including
<br />without limitation the following provisions: Sections 2.2,
<br />2.3, 4.2, 6, 8.3 and 9 through 13.
<br />9. CONFIDENTIALITY
<br />9.1. Definition. “Confidential Information” means
<br />any information disclosed by either party pursuant to this
<br />Agreement that is in written, graphic, machine readable or
<br />other tangible form and is marked “Confidential.” If
<br />CONFIDENTIAL is not clearly marked, or Carrot’s
<br />Confidential Information cannot be marked with a
<br />restrictive legend or similar marking or is disclosed either
<br />orally or by visual presentation, Carrot shall identify the
<br />Confidential Information as confidential at the time of
<br />disclosure or within a reasonable time thereafter by
<br />providing written notice to Customer. Regardless of
<br />whether so marked, information is only Confidential
<br />Information to the extent that such information is not
<br />subject to disclosure under the Washington Public Records
<br />Act, RCW 42.56 et seq. Confidential Information includes,
<br />without limitation, information related to: research, product
<br />plans, products, developments, inventions, processes,
<br />designs, markets, business plans, agreements with third
<br />parties, services, customers, marketing or finances of either
<br />party, except if and to the extent that such items are subject
<br />to disclosure under the Washington Public Records Act,
<br />RCW 42.56 et seq and are not otherwise exempt from
<br />disclosure under such law. The following items are never
<br />Confidential Information and will be posted on the
<br />Customer’s public website without notice to Carrot: this
<br />Agreement, Order Forms, work orders and any
<br />amendments thereto and pricing and amounts that the
<br />Customer pays Carrot. Notwithstanding the foregoing, the
<br />Reports, as defined herein, are Carrot Confidential
<br />Information, regardless of whether such Reports are
<br />marked confidential.
<br />9.2. Duty. Subject to Sections 9.3-9.6, each party
<br />shall treat as confidential all Confidential Information of
<br />the other, shall not use such Confidential Information
<br />except as set forth in this Agreement, and will not disclose
<br />such Confidential Information to any third party unless the
<br />third party has the need to know such Confidential
<br />Information for purposes of this Agreement and has
<br />committed to confidentiality obligations at least as
<br />restrictive as those set forth in this Agreement. Subject to
<br />Sections 9.3-9.6, the receiving party shall use at least the
<br />same degree of care which it uses to prevent the disclosure
<br />of its own confidential information of like importance to
<br />prevent the disclosure of the disclosing party’s Confidential
<br />Information, but in no event less than reasonable care.
<br />Subject to Sections 9.3-9.6, the receiving party shall
<br />promptly notify the disclosing party of any actual or
<br />suspected misuse or unauthorized disclosure of any of the
<br />Confidential Information. Notwithstanding the foregoing,
<br />and always subject to Sections 9.3-9.6, the obligations set
<br />forth in this Section 9 shall not apply with respect to any
<br />information that the receiving party can demonstrate is: (a)
<br />already in the possession of the receiving party prior to the
<br />first disclosure hereunder as shown by records or files; (b)
<br />is already part of the public knowledge or becomes part of
<br />the public knowledge after the time of disclosure other than
<br />as a result of any improper action by the receiving party;
<br />(c) is approved in writing by the disclosing party; or (d) is
<br />independently developed by the receiving party without use
<br />of the Confidential Information from the disclosing party,
<br />as demonstrated by the receiving Party’s contemporaneous
<br />written records. In addition, and subject to Sections 9.3-
<br />9.6, the receiving party may disclose Confidential
<br />Information that is required to be disclosed by applicable
<br />legal authority provided that, if practicable, adequate
<br />Notice and assistance is given by the receiving party to the
<br />disclosing party for the purpose of enabling the disclosing
<br />party to prevent and/or limit the disclosure party and
<br />provided further that any information so disclosed retains
<br />its confidentiality protections for all other purposes.
<br />9.3. Return of Materials. In the event of any
<br />termination or expiration of this Agreement, each party will
<br />either return or, at the disclosing party’s request, destroy
<br />the Confidential Information of the other party; provided
<br />however, that Carrot may retain copies of the Customer
<br />Confidential Information for routine backup and archival
<br />purposes, and Customer will retain materials per Section
<br />9.6 below.
<br />9.4 Intentionally Omitted
<br />9.5 Public Records Request.
<br />9.5.1 Notwithstanding anything to the contrary set
<br />forth above, Carrot acknowledges that Customer is subject
<br />to the Washington Public Records Act, RCW 42.56 et seq.,
<br />and federal law. Third persons may claim that the
<br />Confidential Information Carrot submits to Customer
<br />hereunder may be, by virtue of its possession by Customer,
<br />a public record and subject to disclosure pursuant to the
<br />Washington Public Records Act. Customer’s commitments
<br />to maintain certain information confidential under this
<br />Agreement are all subject to the requirements of applicable
<br />DocuSign Envelope ID: D630F73D-D64F-4694-A24A-FC8220069016
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