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OSAM Document Solutions, Inc.
<br />thirty (30) days after receiving written notice from DataBank IMX, then DataBank IMX may
<br />immediately and without further notice, terminate this AGREEMENT and declare all sums due and
<br />to become due hereunder, immediately payable.
<br />If either party materially breaches any term or condition of this AGREEMENT and fails to cure such
<br />breach within sixty (60) days after receiving written notice of the breach, the non -breaching party
<br />may terminate this AGREEMENT on written notice at any time following the end of such sixty (60)
<br />day period.
<br />If CUSTOMER elects to terminate this AGREEMENT for any reason, at any time following the first
<br />anniversary by providing at least ninety (90) days written notice.
<br />Either party may terminate this AGREEMENT immediately upon notice of appointment of a receiver,
<br />or an assignee for the benefit of creditors of the other party, or in the event of any insolvency of the
<br />other party, except as may be prohibited by applicable bankruptcy laws.
<br />Either party may terminate this AGREEMENT with thirty (30) days' notice.
<br />7. Intellectual Property Infringement. DataBank IMX will indemnify, defend and hold harmless
<br />CUSTOMER, its affiliates, and their respective officers, directors, employees and agents against any
<br />and all liabilities loss, damage or expenses (including reasonable attorney's fees), to the extent such
<br />liabilities, loss, damage, or expenses are based upon a claim that Services or Products infringe upon
<br />the rights of third parties, including any trademark, copyright, or patent right.
<br />8. Limits of Liability: DataBank IMX shall indemnify and hold harmless the County, and its officers,
<br />Commissioners and employees, from liabilities, damages, losses and costs, including, but not limited
<br />to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional
<br />wrongful misconduct of DataBank IMX and persons employed or utilized by DataBank IMX in the
<br />performance of the Work.
<br />DATABANK TAKES COMMERCIALLY REASONABLE STEPS TO DESIGN ITS SOFTWARE TO PROTECT THE
<br />SECURITY OF DATA SUBMITTED BY USERS, BUT IT DOES NOT AND CANNOT GUARANTEE THAT ITS
<br />SOFTWARE IS 100% SECURE FROM HACKING OR UNAUTHORIZED ACCESS. FURTHER, DATABANK
<br />DOES NOT CONTROL THE SERVERS ON WHICH ITS PORTAL WILL BE HOSTED, OR THE COMPUTERS,
<br />DEVICES, OR THE INTERNET OVER WHICH USERS MAY CHOOSE TO ENTER CONFIDENTIAL OR
<br />PERSONAL INFORMATION. DATABANK THEREFORE CANNOT PREVENT INTERCEPTIONS OR
<br />COMPROMISES TO USER DATA WHILE IN TRANSIT TO PROVIDER, NOR CAN DATABANK PREVENT
<br />ALL UNAUTHORIZED ACCESS TO [CUSTOMER'S] COMPUTER NETWORKS OR THE DATA STORED ON
<br />[CUSTOMER'S] COMPUTER NETWORKS. DATABANK MAKES NO GUARANTEE AS TO THE SECURITY,
<br />INTEGRITY, OR CONFIDENTIALITY OF ANY INFORMATION TRANSMITTED BY MEANS OF DATABANK'S
<br />SOFTWARE OR PORTAL. [CUSTOMER] UNDERSTANDS AND ACKNOWLEDGES THAT IT IS
<br />RESPONSIBLE FOR MAINTAINING THE SECURITY OF ITS COMPUTER NETWORKS, AND IT AGREES TO
<br />DEFEND AND INDEMNIFY DATABANK AGAINST ANY THIRD PARTY CLAIM BROUGHT AGAINST
<br />DATABANK THAT ARISES FROM OR RELATES TO HACKING, A BREACH OF SECURITY, OR OTHER
<br />UNAUTHORIZED ACCESS TO DATA SUBMITTED THROUGH DATABANK'S SOFTWARE OR PORTAL.
<br />9. Confidentiality: Each party (the "Recipient") acknowledges that it has or may be exposed to
<br />confidential and proprietary information of the other party (the "Disclosing Party"). For purposes of
<br />this AGREEMENT, "Confidential Information" shall mean any confidential or proprietary information
<br />of a Disclosing Party that is marked or otherwise designated in writing as confidential or would
<br />appear to a reasonably prudent person to be non-public, confidential or proprietary in nature, and
<br />includes, without limitation, trade secrets, technical information, business and product information,
<br />and information regarding, third -party suppliers and customers. Confidential Information shall not
<br />OSAM Document Solutions Confidential Page ii
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