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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />the Discloser in writing. Additionally, the Recipient may disclose the Discloser's Confidential Information where
<br />the Recipient is required by law to disclose information that is otherwise Confidential Information, provided (to
<br />the extent not prohibited by law) the Recipient has first notified the Discloser in writing as soon as is
<br />commercially reasonable of such requirement to disclose the Discloser's otherwise Confidential Information
<br />in order to permit the Discloser to seek confidential treatment of such information. With respect to any
<br />disclosure made pursuant to this Section, the Recipient (or any of its Representatives) agrees to furnish only
<br />that portion of the Confidential Information that it reasonably determines, in consultation with its counsel, is
<br />necessary under applicable law. Additionally, Client agrees to reimbursement ESi at its then current hourly
<br />rate for such services for the number of hours spent by ESi responding to legal requests for Client Information
<br />in ESi possession.
<br />8.4 Protection of Confidential Information. Notwithstanding the "Dispute Resolution" Section of this
<br />Agreement, the Recipient acknowledges that the Discloser shall have the right to take all reasonable steps to
<br />protect the Discloser's confidential and proprietary interests, including, but not limited to, injunctive relief in a
<br />court of law or equity and any other remedies as may be available at law or in equity in the event the Recipient
<br />does not fulfill its obligations under this Section.
<br />8.5 Survival of Confidentiality Obligations. Each party's obligations of confidentiality pursuant to this
<br />Section for all Confidential Information disclosed between the parties during the term of this Agreement shall
<br />survive the expiration or termination of this Agreement as follows: (i) for Confidential Information consisting of
<br />trade secrets, for so long as such information remains a trade secret of the Discloser or for five (5) years
<br />following the expiration or termination of this Agreement, whichever is longer, (ii) for Confidential Information
<br />consisting of the Discloser's customer information or ESi's suppliers' information, indefinitely, and (iii) for all
<br />other Confidential Information, for five (5) years following the expiration or termination of this Agreement.
<br />8.6 Termination of This Agreement. Upon termination of this Agreement or upon the Discloser's written
<br />request, the Recipient agrees to terminate all use of the Discloser's Confidential Information and to either
<br />return to the Discloser all copies of the Discloser's Confidential Information in its possession or under its control
<br />or to provide the Discloser with a written notice from one of the Recipient's authorized representatives
<br />certifying that all copies of the Discloser's Confidential Information in the Recipient's possession or control
<br />have been destroyed; provided, however, the Recipient may (at its option, but not its obligation) keep a copy
<br />of the Discloser's Confidential Information in its archives, and the provisions of this Section shall continue with
<br />respect to such Confidential Information. Notwithstanding the foregoing, in no event shall any Client
<br />Confidential Information, including, without limitation, the Client Data, that is entered into or shared in the
<br />Juvare Exchange be returned to Client or removed from the Juvare Exchange; Client understands and
<br />acknowledges that any Client Confidential Information, including, without limitation, the Client Data, entered
<br />into the Juvare Exchange is visible and viewable by other Juvare Exchange users and is not secure or held
<br />confidential.
<br />Proprietary Interests. The Software and Documentation, and all copies thereof, shall remain the
<br />exclusive property of ESi and/or its third -party licensors. All applicable rights to copyrights, trademarks, logos,
<br />patents and other intellectual property shall remain vested in ESi and/or its third -party licensors. Client shall
<br />not claim, register, alter or modify, any interest in such copyrights, trademarks, patents or other intellectual
<br />property, nor shall Client nor attempt to do any of the foregoing. Client shall not translate any of the ESi
<br />trademarks into any other language or alphabet. Notwithstanding the foregoing, Client shall always have title
<br />to data input and output arising out of the use of the Software, and any computer programs developed by or
<br />for Client using output of the Software as input to another source, and which do not include any logic and code
<br />of the Software, and such shall remain the exclusive property of the Client. Client acknowledges and agrees
<br />that ESi may seek equitable relief at any time to remedy a violation or threatened violation of the restrictions
<br />set forth herein regarding the use and protection of the Software and Documentation.
<br />10. Copyincl of Documentation. Client may make as many copies of the Documentation as necessary for Client's
<br />internal purposes, provided the Client shall not modify or alter the content or appearance of the
<br />Documentation, modify or alter the appearance of any ESi trademark or logo in the Documentation, or
<br />eliminate any references to ESi, WebEOC or other ESi Software in the Documentation and provided that the
<br />Client shall reproduce and distribute the ESi copyright and notices page contained in the Documentation with
<br />all such copies and maintain the confidentiality of the copies and destroys or returns such copies in accordance
<br />with Section 8 (Confidentiality) above.
<br />11. Support Services. During the Term of this Agreement and provided Client is not in violation of this Agreement
<br />(including, without limitation, paying for the Subscription Fees), ESi will provide Support Services (all as further
<br />defined in Exhibit B hereto; Exhibit B is herein incorporated and made part of this Agreement by this reference)
<br />for the Software during the Standard Business Hours consisting of the following: (i) ESi will use reasonable
<br />efforts to maintain the Software to comply with the applicable Documentation in all material respects, and (ii)
<br />if and when made generally available through Support Services to ESI's other customers receiving Support
<br />Confidential and Proprietary
<br />Indian River.M.EUSA.draft 9-10-24 Page 7 of 20
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