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<br /> time (but no more than thirty (30) days) after Client’s written notice of such breach,
<br /> Client may, at its option, terminate the Agreement by serving written notice of
<br /> termination in accordance with Section 9.
<br /> 6.3 Service provider makes no warranties except for that provided in section 6.1, above. All other
<br /> warranties, express and implied, are expressly disclaimed.
<br />
<br /> 7. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures
<br />and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other
<br />confidential information, trade dress, trade names, logos, corporate names and domain names, together with all
<br />of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property
<br />Rights“) in and to all documents, work product and other materials that are delivered to Client under these
<br />Terms or prepared by or on behalf of the Service Provider in the course of performing the Services
<br />(collectively, the “Deliverables“) except for any Confidential Information of Client or Client materials shall be
<br />owned by Service Provider. Service Provider hereby grants Client a license to use all Intellectual Property
<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 disclose
<br />or make available to the other Party (as the “Receiving Party“), information that is treated as confidential by the
<br />Disclosing Party, including but not limited to all non-public information about its business affairs, products or
<br />services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or
<br />proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether
<br />or not marked, designated, or otherwise identified as “confidential” (“Confidential Information“); provided,
<br />however, that “Confidential Information” does not include any information that: (a) is or becomes generally
<br />available to the public other than as a result of Receiving Party’s breach of this Section 8; (b) is or becomes
<br />available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third
<br />party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s
<br />possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by
<br />Receiving Party without using any Confidential Information. During the Term and for the twelve (12) months
<br />thereafter, the Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s
<br />Confidential Information with at least the same degree of care as the Receiving Party would protect its own
<br />Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use
<br />the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than
<br />to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Confidential
<br />Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential
<br />Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations
<br />under these Terms.
<br /> If the Receiving Party is required by applicable law or legal process to disclose any Confidential
<br />Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing
<br />Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost
<br />and expense, a protective order or other remedy. For purposes of this Section 8 only, Receiving Party’s Group
<br />shall mean the Receiving Party’s affiliates and its or their employees, officers, members, managers, attorneys,
<br />accountants, and 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
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