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invoices within the terms contained herein. All outstanding invoices will be due and payable <br />immediately upon such termination. If CLIENT does not pay MERIDIAN for any undisputed <br />outstanding invoices, and MERIDIAN incurs any additional costs including, but not limited to court <br />costs, attorney's fees and other damages, in the collection of said invoices, MERIDIAN shall have <br />the right to recover the additional costs from CLIENT. <br />4. Proprietary Rights <br />a. CLIENT acknowledges and agrees that the Software is protected by U.S. and international <br />copyright, patent, trademark, trade secret and other intellectual property rights and registrations. <br />CLIENT acknowledges that all right, title and interest in and to the Software and all intellectual <br />property rights thereto will be owned solely by MERIDIAN and its licensors, as applicable. CLIENT <br />will not remove, obliterate, obscure or alter any copyright or other proprietary rights notice that <br />appears on the Software. Except for the limited rights expressly granted to CLIENT under this <br />Agreement, CLIENT is not granted any other rights in or to the Software. All rights in and to the <br />Software not specifically granted herein are reserved to MERIDIAN and its licensors, as applicable. <br />5. Confidentiality Obligations <br />a. Confidential Information. "Confidential Information" means any and all information that is of a <br />confidential, proprietary or trade secret nature that is furnished or disclosed by one Party to the <br />other Party under this Agreement. Without limiting the generality of the foregoing, "Confidential <br />Information" includes the Software (including the object code and source code forms therecf), the <br />specific business terms of this Agreement and any other information that is marked as <br />"Confidential," "Proprietary," 'Trade Secret" or in some other manner to indicate its confidential, <br />proprietary or trade secret nature. "Confidential Information" will not include: (i) information that is <br />or becomes publicly known through no fault of the other Party ; (ii) information received from a <br />third party that was disclosed without breach of any confidentiality obligation; (iii) information <br />approved for release by written authorization of a Party ; (iv) information developed or created <br />independently by one Party without reference to, or use of, the other Party's Confidential <br />Information; or (v) information that may be required by law, regulation or an order of any court, <br />agency or proceeding to be disclosed, provided that the Parry from whom the Confidential <br />Information is sought will provide the other Party with written notice of any such required <br />disclosure once the Party has knowledge of it and will help the other Party at the expense of the <br />Party to the extent reasonable to obtain an appropriate protective order. <br />b. Non -Disclosure. All Confidential Information will remain the property of the Party to whom it <br />originally belonged and neither Party will not be deemed by virtue of its access to the other Party's <br />Confidential information to have acquired any right or interest in or to any such Confidential <br />Information, other than as specifically set forth herein. The Parties agree: (i) to hold the <br />Confidential Information in strict confidence; (ii) except as expressly authorized in this Agreement, <br />not to disclose any Confidential Information to any third party other than employees and <br />independent contractors of the respective Party who have a need to know the Confidential <br />