MobileGuard 8/15/2016 - Laserfiche WebLink

hardware or software, or networking or telecommunications invoice. Customer's right to dispute any amounts does not relieve systems, Internet access, telephone access lines and Customer of its obligation to pay any undisputed amount by the communications equipment. Customer is responsible for any applicable due date. A late payment charge of the lesser of 1.5% additional Data protections or backup Customer may wish to have per month or the highest lawful rate may be applied to any in place. outstanding balances until paid,and Customer shall be responsible for paying all such late charges. All payment under this 5. Term and Termination. Agreement shall be made in United States dollars. (a) Term of Agreement. The term of this (b) Taxes. Customer shall pay MobileGuard for Agreement shall be as set forth in the Order Form(the"Term"). all applicable taxes relating to MobileGuard's provision of the Services,other than taxes based on MobileGuard's income. Such (b) Termination. Either party may terminate this taxes will be incorporated in the payment terms set forth on the Agreement in the event the other party materially breaches this Order Form. Agreement and fails to cure such breach within thirty(30)calendar days of its receipt of notice of such breach. With regard to non- 7. Confidentiality. payment, MobileGuard shall have the right to terminate this Agreement,or suspend Services hereunder,without further notice (a) Confidential Information. For the purposes of if an undisputed invoice provided to Customer hereunder is not this Agreement and subject to the exclusions listed below, paid in full within sixty(60)days after the due date of such invoice, "Confidential Information" shall mean any and all information, and such invoice remains unpaid for ten(10)business days after documents,manuals,files or other materials provided,directly or Customer's receipt of written notice of such non-payment. indirectly,in any form whatsoever,by one party(the"Disclosing Additionally, MobileGuard shall have the right to terminate this Party") to the other party (the "Receiving Party") or otherwise Agreement immediately without notice in the event Customer's belonging to the Disclosing Party (e.g., Improvements, Data) in and/or any End User's use of the Products and/or Services is not connection with this Agreement which is either marked in accordance with all applicable laws,rules and regulations. "confidential" or can reasonably be assumed to be confidential based on the nature of the material and the circumstances of its (c) Effects of Termination. Upon expiration or disclosure. Notwithstanding anything herein to the contrary, termination of this Agreement,Customer agrees to immediately(i) "Confidential Information" shall not include any information, cease using the Products and Services; (ii) delete any Software documents, manuals, files or other materials that the Receiving from Customer-owned or designated machines, including Party can show through reasonable evidence (i) are or become computers and services, if applicable; and (iii) remove,or cause publicly available without breach of this Agreement by the End User to remove, the Application from all Devices, if Receiving Party;(ii)are rightfully received by the Receiving Party applicable. If Customer has been using a Product for which Data without obligation of confidentiality from a source which is not remains in MobileGuard's possession(instead of being exported), prohibited from disclosing such information; (iii) are Customer shall have ninety(90)days from the date of expiration independently developed by the Receiving Party without access to or termination to request the Data,in which case mutually agreed or use of the disclosing party's Confidential Information; or(iv) upon fees related to such transition services will apply. Any were in the Receiving Party's possession or known to the unclaimed Data will be destroyed after such 90-day period. If Receiving Party prior to its receipt of such information from the Customer has been using a Product for which Data is either Disclosing Party. exported by or through MobileGuard, Customer acknowledges that MobileGuard retains a copy of all such Data for a period of (b) Restrictions on Disclosure. The Receiving between seventy-two (72) hours and thirty (30) days after Party shall receive, maintain and hold the Disclosing Party's MobileGuard's transmission of such Data. These 72-hour to 30- Confidential Information in strict confidence and will use at least day retention periods will apply even after expiration or the same level of care in safeguarding such Confidential termination of this Agreement. At the end of such retention Information that it uses with its own confidential information of a periods,the Data is destroyed. MobileGuard has the right but not similar nature,but in no event less than reasonable care under the the obligation to retain a copy of the Data solely for compliance circumstances. Customer agrees that MobileGuard may disclose purposes. Customer's Confidential Information to its employees and contractors with a need to know in connection with the provision (d) Survival. The provisions of Sections 3; 5(c); of the Services under this Agreement. MobileGuard will instruct 5(d);6(solely as to Fees accrued as of termination);and 7 through all such employees and contractors in advance that they must 11 shall survive any termination or expiration of this Agreement. comply with the restrictions set forth herein. The Receiving Party will immediately notify the Disclosing Party of any disclosure of 6. Payment. the Disclosing Party's Confidential Information in violation of this Agreement. If the Receiving Party receives a demand from a legal (a) Payment. Customer shall pay to MobileGuard or regulatory authority of competent jurisdiction (or otherwise the fees set forth in and in accordance with the Order Form(the pursuant to a requirement of law)requiring the disclosure of the "Fees"). Prices shall be as set forth on the Order Form and are Disclosing Party's Confidential Information,the Receiving Party non-creditable, non-recoupable and non-refundable except as shall provide notice to the Disclosing Party of such demand or expressly provided otherwise herein. MobileGuard shall bill requirement prior to disclosing the Confidential Information,and Customer on a monthly basis. Payment of each undisputed invoice shall,upon reasonable request and at the expense of the Disclosing shall be due within thirty(30)days of Customer's receipt of such Party,cooperate in any reasonable efforts by the Disclosing Party 3