Item 24 - Approve Agreement for Learning Management System

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