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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />not limited to, claims, damages, or lawsuits threatened or filed by third parties as well as inquiries
<br />and investigations by local, state and federal regulators. ESi reserves the right to hold, suspend or
<br />terminate Client's account or access to the Services, Software, and Hosted Services for any alleged
<br />violation of this Section and/or any unusual or suspicious activity related to Client's account. If
<br />Communication Notifications are included in the Fees set forth on Exhibit C, such Fees are for
<br />Communication Notifications to U.S. based telephone numbers only; ESi will invoice Client, and
<br />Client shall pay such invoice, for any Communication Notifications sent to telephone numbers that
<br />are not U.S. based. Additionally, each subscription of WeIJEOC Alerts is allocated a defined number
<br />of Message Credits that can be used for SMS notifications and voice calls, to be noted on Exhibit A,
<br />Exhibit C, and/or other documentation contemporaneously with this Agreement. If Client exceeds the
<br />allotment of Message Credits without purchasing an additional Message Credit Bundle, an overage
<br />penalty will be charged at the rate of $0.06 per Message Credit used.
<br />Protection of Software. Client agrees to take all reasonable steps to protect the Software and Documentation
<br />from unauthorized copying or use. The Software source code represents and embodies trade secrets of ESi
<br />and/or its third -party licensors. The Software source code and embodied trade secrets are not licensed to the
<br />Client. Client agrees not to disassemble, decompile or otherwise reverse engineer the Software, use reflection
<br />or other mechanism to view, interpret, translate or try to understand the structure of the Software, or otherwise
<br />attempt to discover the source code and/or the trade secrets contained in the source code, and Client will not
<br />allow third parties to do so. Client may not, nor allow third parties to, modify or alter the Software in any way.
<br />8. Confidentiality.
<br />8.1 Confidential Information Defined. During the Term of this Agreement and in connection with each
<br />party's performance of their respective duties and obligations hereunder and thereunder, each party will
<br />disclose to the other ("Discloser") and the other party shall receive ("Recipient") certain Confidential
<br />Information of the Discloser. The term "Confidential Information" shall mean any and all information that the
<br />Discloser discloses to the Recipient in connection with or related to this Agreement, whether disclosed
<br />verbally, electronically, visually, or in a written or other tangible or intangible form, including, but is not limited
<br />to, trade secrets, pricing information, terms of this Agreement, customers, customer lists, intellectual property,
<br />computer programs, software, documentation, formulas, data, inventions, techniques, financial, marketing or
<br />product development plans, personnel, audit results, designs, performance data, as to ESi, the ESi
<br />Technology and any other deliverables (including, without limitation, data, information, computer code and
<br />reports) provided in connection with the Software, and, as to Client, the Client Data, as well as any other
<br />information that the Discloser clearly communicates to the Recipient as confidential. The foregoing is subject
<br />to Section 119, Florida Statutes and the parties understand that some information may require disclosure
<br />under Florida Law.
<br />8.2 Duties with Regard to Confidential Information. The Recipient agrees that it will only use the
<br />Discloser's Confidential Information in the performance of its obligations hereunder or as otherwise expressly
<br />provided in this Agreement, and that it will only disclose the Discloser's Confidential Information only to those
<br />of its directors, officers, employees, consultants, agents, independent contractors, and professional advisers
<br />who need to know such information and who are subject to written agreements with the Recipient sufficient to
<br />enable the Recipient to require such persons to comply with the Recipient's confidentiality obligations
<br />hereunder. The Recipient agrees that it will treat all of the Discloser's Confidential Information with the same
<br />degree of care (but no less than reasonable care) as it accords its own confidential information.
<br />Notwithstanding the foregoing or ESi's obligations elsewhere in this Section, Client understands that ESi does
<br />not require any information for the performance of Services hereunder, and that ESi cannot guarantee the
<br />security of Client Information when added to the Juvare Exchange, stored on Client's applicable equipment
<br />and hardware or transmitted or accessible when using the internet or other services providers. ESi shall not
<br />be liable or responsible to Client or any other party for any losses, damages, claims, costs or other obligations
<br />arising out of or relating to any unauthorized access to, disclosure or use of information stored by Client on
<br />the System, including, without limitation, within the Juvare Exchange, or while such information is transmitted
<br />or accessible through the Software, the internet, or services providers. Additionally, ESi shall not be
<br />responsible for any breach of security or confidentiality caused by Client's failure to maintain the confidentiality
<br />and control of its user identification numbers or passwords related to its use of the Software provided
<br />hereunder.
<br />8.3 Exclusions from Confidential Information. Confidential Information does not include information that
<br />(a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the
<br />Recipient or its personnel; (b) has been or is obtained by the Recipient from an independent source without
<br />accompanying obligations of confidentiality; (c) is independently developed by the Recipient without reliance
<br />in any way on the Discloser's Confidential Information; or (d) has been approved for unrestricted release by
<br />Confidential and Proprietary
<br />Indian River.ESLEUSA.draft 9-10-24 Page 6 of 20
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