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<br />03152021 2
<br />p. “Services Term” shall have the meaning set forth in Section 11.a. hereof.
<br />q. “Termination Event” means with respect to either party, that party becomes the subject of a proceeding under the
<br />Bankruptcy Code, (i) seeking the appointment of a trustee, receiver or custodian or (ii) seeking the liquidation,
<br />winding-up, dissolution, reorganization or the like of such party, and the proceeding is not dismissed within 30 days
<br />of its commencement. If a party is subject to a Termination Event, such party shall promptly use commercially
<br />reasonable efforts to seek court authorization to pay all post-petition fees as an administrative expense.
<br />r. “Termination Fee” means the pro-rated portion of the total Service fee specified in the ordering SOS applicable to
<br />the period remaining in the then current Services Term as of the effective date of termination.
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<br />2. Services. CI will provide Customer the Services set forth in one or more SOS’s, which the parties may enter into from time
<br />to time, for the term of such SOS. Each SOS, and any related exhibits, will provide additional terms and conditions specific
<br />to the Services described in such SOS.
<br />3. Implementation & Performance. At all times during the term of the SOS, Customer will provide to CI such access to
<br />Customer’s technology infrastructure, including proprietary and licensed software and service programs and applications,
<br />and authorized personnel as specified in the SOS, the Documentation, and as CI may otherwise reasonably require to
<br />configure, integrate, enable, deliver and perform the Services set forth in the SOS. Customer will promptly obtain and provide
<br />to CI any required licenses, approvals, consents, permissions and credentials to Customer’s facilities, systems, hardware,
<br />devices, software and services, as necessary for CI’s timely access, performance and delivery of the Services. Customer
<br />acknowledges and agrees (a) that CI’s performance and delivery of the Services are at all times conditioned upon (i)
<br />Customer providing timely, secure and unencumbered access to Customer’s authorized personnel, facilities, equipment,
<br />systems, hardware, software, devices, network and data, and (ii) Customer’s timely decision-making and granting of
<br />approvals or permissions; and (b) that CI shall not be in breach of its Services obligations hereunder, or liable for any resulting
<br />loss, damage or injury, arising from or in any way related to Customer’s failure to timely satisfy and perform the conditions
<br />to CI’s performance herein specified.
<br />4. CI Program License. Upon mutual execution of an SOS for delivery of CI Program support, payment of the fees set forth in
<br />such SOS and for the duration of the term of such SOS, Customer will have a nonexclusive, non-assignable (except as
<br />provided in Section 16.e.), non-sublicensable, royalty-free, worldwide limited right to access and use the CI Programs solely
<br />for Customer’s internal business operations and subject to the terms of this Agreement. Only Customer’s authorized
<br />personnel may access and use the CI Programs, and Customer is solely responsible for compliance with this Agreement by
<br />users accessing the CI Programs with Customer’s credentials.
<br />5. Ownership and Restrictions. Customer retains all ownership and intellectual property rights in and to Customer Data and,
<br />subject to payment of applicable Service fees, any Reports prepared by CI for Customer. CI irrevocably assigns and transfers
<br />to Customer all of its worldwide right and title to, and interest in, the Reports, including all associated copyright, patent, trade
<br />secret, trademark and any other intellectual property or proprietary rights ("Intellectual Property Rights"). Additionally, CI
<br />grants to Customer a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-terminable, transferable,
<br />sublicensable license to all Intellectual Property Rights used in the creation of the Reports in order for Customer to exercise
<br />its rights in the Reports as contemplated by the applicable SOS. Without limiting the foregoing, (i) the Reports are “works
<br />made for hire” to the extent permitted by law, and (ii) CI will not assert, and otherwise waives, any “moral rights” in the
<br />Reports and CI hereby assigns all right, title and interest in such materials to Customer and agrees to reasonably assist
<br />Customer, at Customer's expense, to perfect such interest.
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<br />Except for Reports provided to Customer as part of the Services, CI retains all ownership and Intellectual Property Rights in
<br />and to the Services, and in furtherance thereof, Customer may not:
<br />a. Remove or modify any proprietary marking or notice of CI’s proprietary rights;
<br />b. Make any aspect of the Services available in any manner to any third party for commercial use by such party, unless
<br />such access in expressly permitted in a SOS;
<br />c. Modify, make derivative works from, disassemble, reverse engineer or reverse compile any part of the Services
<br />(the foregoing prohibition includes, without limitation, review of data structures, signatures or similar materials
<br />produced by the Services), or access or use the Services in order to build or support, and/or assist a third party in
<br />building or supporting, products or services competitive to CI;
<br />d. Except for Reports and as required by applicable law, disclose to any third party the results of any Service without
<br />CI’s prior written consent;
<br />e. License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timeshare or service
<br />bureau use, or otherwise commercially exploit or make the Services available to any third party other than as
<br />expressly authorized under this Agreement.
<br />6. Exclusions. Customer is solely responsible for any hardware, software and networking tools, devices and appliances that
<br />are not provided by CI pursuant to this Agreement. Customer’s responsibilities include, without limitation, Customer systems
<br />installation, maintenance and administrator activities, software and application licensing requirements, conditions and related
<br />financial commitments. Customer is solely responsible, at Customer’s expense, for establishing, maintaining, operating and
<br />regulating Customer’s access to the Internet, including without limitation, all computer hardware and software and properly
<br />configured and installed systems, browsers, modems, access lines and distributed networks necessary to enable, maintain,
<br />monitor and control Customer’s Internet access.
<br />7. CI Assets. During the term of this Agreement, CI shall observe and maintain data, technical and physical systems and asset
<br />security, personnel practices, and continuous monitoring and maintenance protocols in respect to each of the foregoing, all
<br />in design, manner and practice consistent with then prevailing industry standards, to: (a) protect and maintain the integrity
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