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<br />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 creditors, or takes advantage of any insolvency act, or commences a ease 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 />a
<br />either case the'non-de
<br />obligation under this
<br />Agreement;
<br />10,
<br />12, Confidential
<br />12.1 "Conf
<br />to
<br />Upon an Event of Default, the non -defaulting -party may, at its option: (a) terminate
<br />vnediately upon written notice to the defaulting party or upon any future date specified
<br />reement, without waiving the defaulting party's continuing obligation to cure; and, in
<br />lay, take whatever action available at law or in equity to enforce performance of any
<br />eek damages for such Event of Default, subject to any limitations set forth in this
<br />or any SOW may be terminatedprior to the end of its term as then in effect upon the-
<br />mts; (a) an Event of Default set forth in paragraph 8-above, following which the non; _
<br />Agreement or the affected SOW; or (b) as permitted under a SOW in the event that
<br />ations, procedures, rates or incentives that directly impact the services.
<br />t a commercially reasonable business continuity plan; however, PBPS shall not be
<br />any delay or failure in performance of any service or obligation under this Agreement
<br />mane to the extent that PBPS is prevented, restricted, delayed or interfered with by
<br />but not limited to acts of God, firer floods, severe weather, explosions, utility or
<br />wars (declared or undeclared), labor disputes, strikes, lookouts, riots, epidemics, acts
<br />vernment orders or requirements having legal effect of any government or anyjudicial
<br />Aer similar or dissimilar to those referred to in this clause, which are beyond the
<br />vfajeure"). In case of a.Force Majeure event, PBPS will notify Client as soonas
<br />s are available; PBPS shall not be liable for the loss of any postage savings, and Client
<br />e between the contracted' postage discount rate and any postage upgrades required to
<br />information of either party {"Disclosing Party"),
<br />and terms of existing agreements with business
<br />business information, data processes and plans,
<br />s and procedures; (iii) research and development
<br />technology and non-public personnel data; (iv)
<br />(customers of either party; (v) business practices,
<br />rapplicable law), and marketing or business plans;
<br />).any -other information identified in writingas
<br />oly should have known was confidential, disclosed
<br />tygains access in connection with this Agreement.
<br />12.2 Client acknowledges that the information contained in data files of names 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 agreesr(i) to hold the Disclosing Party's Confidential
<br />Information in strict confidence, and apply atleast the standard of care used by the Receiving Party in protectingits
<br />own Confidential Information, but not less than a reasonable standard of care, (ii) not to disclose such Confidential
<br />Information to any thud party or use such Confidential information except as reasonably required to exercise its rights
<br />Page 2 of 5
<br />Proprietary and Confidential Information:,:
<br />PBPS Contract Management — Rev Oct 2018
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