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develop or provide to CLIENT any items that 9 . 2 No Export and Use. Neither party shall export,
<br /> infringe any Proprietary Rights , privacy, disclose, share, or otherwise transmit, directly
<br /> publicity or other rights of any person or entity . or indirectly, any Confidential Information to
<br /> 8 . REPRESENTATIONS AND WARRANTIES. any person or entity nor disclose any
<br /> Confidential Information without the other
<br /> 8 . 1 Third Party Rights . CVI warrants that none of party ' s prior written consent
<br /> the written or recorded material prepared for 9 . 3 Duration . The obligations set forth in
<br /> this
<br /> CLIENT by CVI pursuant to the Agreement, or Section 9 shall be in effect during the term of
<br /> any portion of it, nor the use of description this Agreement and shall survive indefinitely
<br /> thereof, violates or will violate any copyright, after termination of this Agreement.
<br /> trade scret or other intellectual property right or
<br /> privacy or ike right to a third party . CVI agrees 9 .4 Use of Trademarks . Neither party shall ,
<br /> to inform CLIENT promptly, in wirting, in the without the other' s written agreement, use any
<br /> event CVI becomes aware of such a claim . trademark, service mark, trade name, logo or
<br /> 8 . 2 Qualifications . CVI warrants that the technical other commercial or product designation
<br /> services provided by CVI shall be rendered by belonging to the other .
<br /> qualified personnel who will perform the tasks 10. INDEMNIFICATION.
<br /> assigned to CVI with good professional practice Clear Village agrees to indemnify, defend , and
<br /> in accordance with the current state of the art hold CLIENT , its officers , directors , employees ,
<br /> involved . representatives , agents, and the like harmless with
<br /> 8 . 3 DISCLAIMER . Except for the forgoing respect to all liability, loss, damage, claims , actions and
<br /> express warranties CVI disclaims all expenses ( including attorneys ' fees) based upon or
<br /> warranties, either expressed or implied, with arising out of (a) any infringement by the Deliverables
<br /> respect to the written and/or recorded of any patent, copyright, trade secret, or other
<br /> material prepared for os supplied to proprietary right of any third party.
<br /> CLIENT pursuant to this Agreement,
<br /> 11 . TERMINATION.
<br /> including, but not limited to any warranties
<br /> as to the merchantability of such materials or 11 . 1 By Either Party . Either party shall have the
<br /> fitness of such materials for a particular use. right to terminate this Agreement upon written
<br /> 9 . CONFIDENTIAL INFORMATION. notice upon the occurrence of either of the
<br /> following events :
<br /> 9 . 1 Nondisclosure . Except as necessary to perform
<br /> 11 . 1 . 1 Default. If the other party defaults
<br /> the Services and except as otherwise expressly in the performance of any of its material
<br /> permitted under this Agreement, both parties obligations under this Agreement and such default
<br /> shall maintain the confidentiality of, and shall continues for a period of thirty ( 30) days
<br /> after
<br /> not, directly or indirectly , disclose or use , the receipt of written notice specifying the nature
<br /> of
<br /> Confidential Information of the other party. As the breach .
<br /> used in this Agreement, the term "Confidential
<br /> Information" means and includes all source 11 . 1 . 2 Convenience. This Agreement
<br /> code, product specifications , client lists, shall be for an initial term on twelve ( 12 ) months .
<br /> business goals, finances, planned or proposed Thereafter, the Agreement shall automatically
<br /> products , manuals , documentation and any renewal for additional periods of twelve ( 12)
<br /> information labeled as "Proprietary" , or months , unless terminated by either party pursuant
<br /> "Confidential" . Both parties shall disclose to this Section . Either party may terminate this
<br /> such information only to employees who require Agreement with sixty (60) days notice prior to the
<br /> such knowledge of use in the ordinary course end of the then current term,
<br /> and scope of their employment under this
<br /> Agreement. Both Parties agree to ensure that 11 . 1 . 3 Ceases Doing Business, Etc. If the
<br /> any employees or approved subcontractors who other party ceases conducting business in the
<br /> are in receipt of any Confidential Information normal course, admits its insolvency, makes an
<br /> are bound by an appropriate non-disclosure assi
<br /> rgnment for the benefit of creditors , or becomes
<br /> agreement . Confidential Information shall not the subject of any judicial or administrative
<br /> include documents considered to be "Public proceedings in bankruptcy, receivership or
<br /> Records" pursuant to F. S . Chapter 119 . reorganization.
<br /> Agreement No: Page 4 of 6 2/27/20/ 3
<br /> Clear Village, Inc.
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