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7.3 Effects of Termination. Upon expiration or termination of this Agreement for
<br /> any reason:
<br /> 7.3.1 Compensation for Work Done. Customer shall compensate SafeTec for
<br /> (a)any work that has been approved by Customer and may be in process prior to the date of expiration or
<br /> termination of this Agreement, or(b)any work that has been completed but not yet delivered, so long as
<br /> SafeTec agrees to stop all work to the extent specified in the written notice of termination.
<br /> 7.3.2 Return Documents. Each party shall (a)return to the other party all
<br /> documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the
<br /> other party's Confidential Information, (b)permanently erase all of the other party's Confidential
<br /> Information from its computer systems,and(c)certify in writing to the other party that it has complied with
<br /> the requirements of this clause.
<br /> 8. Independent Contractor. The relationship between the parties is that of independent
<br /> contractors. Nothing contained in this Agreement shall be construed as creating any agency,partnership,
<br /> joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties,
<br /> and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
<br /> 9. Public Representations. During the Term of this Agreement,and thereafter SafeTec shall
<br /> not represent itself to be owned or controlled by Customer,to be employed by Customer,or as authorized
<br /> to represent Customer or to obligate Customer with respect to any matters not expressly provided in this
<br /> Agreement. SafeTec may represent to the general public or to any person that it is an independent contractor
<br /> providing Services to Customer,unless specifically prohibited from doing so by Customer in writing.
<br /> 10. Intellectual Property Rights. Except as otherwise provided in addendum attached hereto
<br /> substantially in the form of Exhibit B, Customer acknowledges and agrees that SafeTec is, and shall be,
<br /> the sole and exclusive owner of all right,title and interest in and to the Services, including all Intellectual
<br /> Property Rights therein. For purposes of this Agreement, "Intellectual Property Rights" shall mean the
<br /> following: all (a)patents, patent disclosures and inventions (whether patentable or not), (b)trademarks,
<br /> service marks,trade dress,trade names, logos,corporate names and domain names,together with all of the
<br /> goodwill associated therewith,(c)copyrights and copyrightable works(including computer programs), and
<br /> rights in data and databases, (d)trade secrets, know-how and other confidential information, and (e)all
<br /> other intellectual property rights, in each case whether registered or unregistered and including all
<br /> applications for,and renewals or extensions of,such rights,and all similar or equivalent rights or forms of
<br /> protection in any part of the world. Except as expressly stated herein, this Agreement does not grant
<br /> Customer any rights to or in Intellectual Property Rights, or any other rights or licenses in respect of the
<br /> Services.
<br /> 11. Confidential Information.
<br /> 11.1 Definition. SafeTec and Customer understand and agree that in the performance
<br /> of this Agreement,each party may have access to or may be exposed to,directly or indirectly,proprietary
<br /> or confidential information of the other party, including, but not limited to trade secrets and technical
<br /> information, or any other information designated as `confidential" by a party ("Confidential
<br /> Information").
<br /> 11.2 Nondisclosure. SafeTec and Customer agree that they shall not, during the term
<br /> of this Agreement and after its termination,use the other party's Confidential Information for any purpose
<br /> other than as expressly authorized by this Agreement,or disclose the Confidential Information of the other
<br /> Party without the prior written consent of the other Party. The receiving party will promptly return or
<br /> 2110321/21VWC/102181-0003
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