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for fees (including postage reimbursement) under this Agreement shall not exceed twenty thousand dollars ($20,000)
<br />annually, including for any Renewal Terms.
<br />8. Events of Default. The occurrence of any of the following events will constitute an Event of Default hereunder. (a) a
<br />material breach of this Agreement or any SOW unless cured within a period of thirty (30) days after written notice of such
<br />breach is given to the defaulting party by the other party hereto; or (b) a party becomes insolvent or makes a general
<br />assignment for the benefit of creditors, or takes advantage of any insolvency act, or commences a case or other proceeding
<br />naming the party as debtor under the United States Bankruptcy Code, or any proceeding is instituted against the party seeking
<br />liquidation of the party or the party's assets and the party fails to take appropriate action resulting in the withdrawal or
<br />dismissal of such proceeding within thirty (30) days, or there shall be appointed a receiver, liquidator, conservator, trustee
<br />or similar official in respect of the assets of the party.
<br />9. Rights and Remedies Upon Default. Upon an Event of Default, the non -defaulting party may, at its option: (a) terminate
<br />this Agreement or the affected SOW immediately upon written notice to the defaulting party or upon any future date specified
<br />in such notice; or (b) continue this Agreement, without waiving the defaulting party's continuing obligation to cure; and, in
<br />either case the non -defaulting party may take whatever action available at law or in equity to enforce performance of any
<br />obligation under this Agreement or seek damages for such Event of Default, subject to any limitations set forth in this
<br />Agreement
<br />10. Early Termination. This Agreement or any SOW may be terminated prior to the end of its term as then in effect upon the
<br />occurrence of any of the following events: (a) an Event of Default set forth in paragraph 8 above, following which the non -
<br />defaulting party elects to terminate the Agreement or the affected SOW; or (b) as permitted under a SOW in the event that
<br />the USPS adopts any new postal regulations, procedures, rates or incentives that directly impact the services.
<br />11. Force Maleure. PBPS shall maintain a commercially reasonable business continuity plan; however, PBPS shall not be
<br />responsible for or incur any liability for any delay or failure in performance of any service or obligation under this Agreement
<br />and shall be excused from the performance to the extent that PBPS is prevented, restricted, delayed or interfered with by
<br />causes beyond its control, including but not limited to acts of God, fire, floods, severe weather, explosions, utility or
<br />communication failures, earthquakes, wars (declared or undeclared), labor disputes, strikes, lockouts, riots, epidemics, acts
<br />of terrorism, blockades, embargoes, government orders or requirements having legal effect of any government or any judicial
<br />authority, or any other situations, whether similar or dissimilar to those referred to in this clause, which are beyond the
<br />reasonable control of PBPS ("Force Majeure"). In case of a Force Majeure event, PBPS will notify Client as soon as
<br />reasonably possible by whatever means are available. PBPS shall not be liable for the loss of any postage savings, and Client
<br />shall reimburse PBPS for the difference between the contracted postage discount rate and any postage upgrades required to
<br />submit the mail while the Force Majeure effects continue.
<br />12. Confidentialitv.
<br />12.1 "Confidential Information" means all confidential and proprietary information of either party ("Disclosing Party"),
<br />including, each party's: (i) customer and prospect lists, suppliers and terms of existing agreements with business
<br />partners and other third parties; (ii) pricing, financial and other business information, data processes and plans,
<br />security measures, business continuity and disaster plans, policies and procedures; (iii) research and development
<br />information, analytical methods and procedures, hardware design, technology and non-public personnel data; (iv)
<br />information concerning or belonging to the customers and potential customers of either party; (v) business practices,
<br />know-how, including but not limited to Trade Secrets (as defined by applicable law), and marketing or business plans;
<br />(vi) this Agreement, any orders and training materials; and (vii) any other information identified in writing as
<br />confidential or information that the receiving party knew or reasonably should have known was confidential, disclosed
<br />to the other party ("Receiving Party") or to which the Receiving Party gains access in connection with this Agreement.
<br />12.2 Client acknowledges that the information contained in data files ofnames and updated addresses resulting from Return
<br />Mail Solutions services ("Output File") may include nonpublic personal information (as defined by various state and
<br />federal laws and regulations) and that the Output File is intended only for Client's internal legitimate business
<br />purposes and may not be sold, licensed, or otherwise distributed to third parties, except that Client may share the
<br />resulting updated addresses with Client's customers as it relates to mailing list management. Client shall advise its
<br />customers in writing of the above restrictions on use of the information. Client agrees to take reasonable measures to
<br />maintain the confidentiality of the information contained in the Output File. Client agrees to certify, if so requested,
<br />that its use of the Output File complies with these requirements.
<br />12.3 The parties acknowledge that Receiving Party may be provided, have access to or be exposed to Confidential
<br />Information of the Disclosing Party. The Receiving Party agrees (i) to hold the Disclosing Party's Confidential
<br />Information in strict confidence, and apply at least the standard of care used by the Receiving Party in protecting its
<br />own Confidential Information, but not less than a reasonable standard of care, (if) not to disclose such Confidential
<br />Information to any third party or use such Confidential Information except as reasonably required to exercise its rights
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<br />Proprietary and Confidential InformationiJ E _4
<br />PBPS Contract Management — Rev Oct 2018
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