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OSAM Document Solutions, Inc. include (i) information already known or independently developed by the Recipient without reference to the Disclosing Party's Confidential Information; (ii) information in the public domain through no wrongful act of the Recipient; (iii) information received by the Recipient from a third party who was free to disclose it without obligation to the Disclosing Party or any third party; or (iv) information disclosed by the Recipient as required by law, provided that the Recipient provides the Disclosing Party with prior notice in sufficient time before disclosure, so that a reasonable protective order may be sought. Except as expressly authorized by the Disclosing Party, the Recipient shall not disclose the Disclosing Party Confidential Information to any person or entity, except to the Recipient's employees or agents having a "need to know", and shall not use the Disclosing Party's Confidential Information for purposes other than performing this AGREEMENT. The Recipient and its personnel shall use at least the same degree of care in safeguarding the Disclosing Party's Confidential Information as the Recipient uses in safeguarding its own confidential information, but in no event less than a reasonable degree of care. The provisions of this Section shall survive the termination or expiration of this AGREEMENT. 10. Notices: Written notices under this AGREEMENT may be given by personal delivery, by registered or certified mail, postage prepaid, return receipt requested, or by commercial carrier requesting overnight delivery. Notices shall be deemed communicated upon receipt. Notices to CUSTOMER shall be delivered to , Attention: , with a copy to Attention: Legal Department (Contracts). Notices to DataBank IMX shall be delivered to DataBank IMX LLC., 620 Freedom Business Center #120, King of Prussia, PA 19406, Attention: Contract Compliance Administrator with copy to DataBank IMX LLC., 900 S Goldenrod Rd, Orlando, FL 32822. 11. Assignment: This AGREEMENT may not be assigned by either party without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this AGREEMENT in whole to an affiliate, or in connection with the transfer or sale of all or substantially all of its business or business unit to which this AGREEMENT pertains, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all obligations of its assignor under this AGREEMENT. 12. Attorney's Fees: If any action is brought to enforce or interpret the terms of this AGREEMENT, whether in court or other tribunal, in each case having jurisdiction, the prevailing party shall be entitled to an award of reasonable attorney's fees and costs in addition to any other relief granted. 13. No Waiver: All rights and remedies conferred under this AGREEMENT or by any other instrument or law shall be cumulative, and may be exercised singularly or concurrently. Failure by either party to enforce any provision of this AGREEMENT shall not be deemed a waiver of future enforcement of that or any other provision of this AGREEMENT. 14. Governing Law: This AGREEMENT shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the federal jurisdiction, in the United States District Court for the Southern District of Florida. 15. Parties Relationship: Nothing in this AGREEMENT shall be construed as creating any joint venture, partnership or agency relationship between the parties for any purpose whatsoever or as constituting either party as the legal representative, employee or agent of the other. OSAM Document Solutions Confidential Page iii