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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 4.4 Lively Warranties. Lively represents and warrants that (i) it will perform the Services in substantially the manner and according to the specifications described herein and in the applicable Addenda; (ii) it can and shall comply in all material respects with Applicable Law performing its obligations under this Agreement; and (iii) it has right and authority to enter into this Agreement and to perform its obligations to the other party and the users as set forth in this Agreement. 5. Effect of Termination 5.1 Termination. Either party may terminate this Agreement for cause in the event of a material breach by the other party upon 90 days written notice, provided that the breaching party does not cure such breach on or before the end of the notice period. 5.2. Suspension. Lively may suspend Employer's access to the Lively platform at any time without notice if Services are discontinued, or if Lively reasonably believes that Employer has violated any term of this Agreement, or as required to provide maintenance to, or investigate any security vulnerabilities in the Services. In the event that the conditions of the suspension cannot be remedied within a reasonable period of time, Lively may terminate the Agreement. 6. Confidentiality 6.1 In the general course of implementing this Agreement and providing the Services, each party may disclose information that is considered confidential and proprietary to such party ("Confidential Information"). Unless permitted in writing by the party whose Confidential Information is disclosed, all Confidential Information disclosed by a party is to be considered strictly confidential and the receiving party shall use reasonable commercial efforts to maintain the disclosing party's Confidential Information as strictly confidential and to require their respective officers, directors, employees and agents to maintain the confidentiality of such information. These obligations shall not apply, however, to any information which (i) is already in the public domain at the time of disclosure or later becomes available to the public through no breach of this provision; (ii) was, as between the recipient and the disclosing party, lawfully in the recipient's possession prior to receipt from the disclosing party without obligation of confidentiality; (iii) is received by the recipient independently from a third party free to lawfully disclose such information to the recipient; or (iv) is subsequently independently developed by the recipient as evidenced by its business records. 6.2 In the event Employer receives a request or demand to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction, an agency of any State of the United States or of any other jurisdiction in which it conducts business, or otherwise, Employer agrees to promptly notify Lively of the existence, terms and circumstances surrounding the request so that Lively at its own cost may seek a protective order or other appropriate relief or remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or Lively waives compliance with the provisions of this Agreement, Employer agrees to furnish only that portion of the Confidential Information which in the reasonable judgment of its counsel is legally required and to use its best efforts to ensure that confidential treatment will be accorded such Confidential Information.