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Oral Confidential Information must be designated as confidential at the time of disclosure and reduced to a written
<br /> summary and marked "confidential" or "proprietary" within 10 days of the oral disclosure. Each party shall use the
<br /> Confidential Information of the other party solely in the performance of its obligations under this Agreement, treat
<br /> as confidential all Confidential Information of the other party, and not disclose such Confidential Information,
<br /> except to authorized employees of the receiving party or its affiliates, its legal counsel and accountants (provided
<br /> that the receiving party contractually obligates them to a duty of confidentiality no less restrictive that the duty
<br /> imposed by this Section 8. 1 and that the receiving party shall remain jointly and severally liable for any breach of
<br /> confidentiality by such parties). Without limiting the foregoing, each of the parties shall treat the other party 's
<br /> Confidential Information with at least the same degree of care it uses to prevent the disclosure of its own
<br /> Confidential Information, but in no event less than reasonable care. Each party shall promptly notify the other party
<br /> of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Upon
<br /> expiration or termination of this Agreement, each party shall return all tangible copies of any Confidential
<br /> Information received from the other party.
<br /> 8.2 Exclusions. As used in this Agreement, the term, "Confidential Information," shall not include the
<br /> following information:
<br /> (a) information, disclosure of which by Licensee is required under the Florida Public Records Act,
<br /> Chapter 119, Fla. Stat; provided, however, Licensee shall promptly notify NC4 of a required disclosure, and
<br /> provided, further, that any such information shall retain trademark and copyright protection afforded by federal law;
<br /> (b) information that the recipient can prove: (i) was generally available to the public at the time the
<br /> recipient received the information from the disclosing parry, (ii) was known to the recipient, without restriction, at
<br /> the time of disclosure by the disclosing party, (iii) is disclosed with the prior written approval of the disclosing party,
<br /> (iv) was independently developed by the recipient without any use of the Confidential Information, (v) becomes
<br /> known to the recipient, without restriction, from a source other than the disclosing party without a duty of
<br /> confidentiality to the disclosing party, or (vi) is disclosed in response to an order or requirement of a court,
<br /> administrative agency, or other governmental body, a subpoena, or by the rules of a securities market or exchange
<br /> on which the disclosing party's securities are traded; provided, however, that the receiving party provide prompt
<br /> notice of the proposed disclosure to the disclosing party, and any Confidential Information so disclosed shall
<br /> otherwise remain subject to the provisions of this Section 8. The burden of proof in establishing that any
<br /> Confidential Information is subject to the exceptions listed in this Subsection 8.2(b) shall be home by the receiving
<br /> party.
<br /> 8.3 Trademark License. NC4 grants Licensee a limited, nonexclusive, worldwide right and license during the
<br /> Term to use those name(s), logo(s) and trademarks of NC4, solely to publicize the existence of the business
<br /> relationship established by this Agreement Notwithstanding the foregoing, Licensee may not publish or distribute
<br /> any material bearing the name, logo(s) or trademark(s) of NC4 without NC4 's prior written consent. Licensee's use
<br /> of NC4's name, logo(s) and trademarks must comply with the NC4 's policies in effect at the time of use, including,
<br /> without limitation, trademark use, quality control and cooperative advertising policies, if any. Licensee will include
<br /> appropriate trademark notices in all written and electronic materials bearing NC4' s trademarks.
<br /> 9. Limited Warranty.
<br /> 9. 1 Software Warranties
<br /> (a) NC4 warrants for a term of one ( 1 ) year from the date of receipt of the Software that the Software
<br /> will materially conform to the functional specifications described in NC4 's published Documentation and User
<br /> Manuals.
<br /> (b) NC4's sole obligation under this warranty shall be, at NC4's discretion, to repair or replace any
<br /> defective Software media to enable the Software to materially conform to the Specifications and User Manuals. If
<br /> NC4 is unable to repair or replace the Software so that it materially conforms to the Specifications, then NC4 shall,
<br /> upon Licensee's written request for termination of this Agreement, refund the license fee paid by Licensee to NC4.
<br /> NC4 Public Sector LLC 6
<br /> Standard License Agreement (10.05)
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