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h. The Software and Software documentation are provided with restricted use. Use, duplication, or disclosure by the Licensee is subject to restrictions as set forth by MIDI, as applicable. SECTION TWO USE OF SYSTEM a. The parties agree that the Software described or identified herein is proprietary to MDI. Licensee agrees that the Software and all related data, whether oral or written, and furnished by under this agreement constitute a valuable asset and trade secret of MIDI and are provided for Licensee's exclusive use for the purposes of this agreement and must be held in confidence. b. This agreement shall be limited to the use of the Licensee for purposes of certificate of insurance management for its organization and clients only. Any and all other uses which the Licensee desires to make of said Software must be approved in writing by MDI. Any analysis or programming cost shall be at an additional fee to be negotiated by and between the parties hereto. c. Licensee covenants and agrees not to duplicate or disclose any information provided relative to the Software in whole or in part, or for the use of others, and to protect such information in the same fashion as it protects its own proprietary or confidential information. Licensee will not remove any designation mark from any supplied materials that identifies such materials as belonging to or developed by MDI. SECTION THREE TERM This agreement shall commence on April 17, 2024, and continue through May 18, 2024, unless terminated earlier in accordance with any applicable provisions described herein. SECTION FOUR TERMS OF PAYMENT Licensee will compensate MIDI for use of the CTrax system since the expiration of Agreement #N-2022-138, on May 18, 2023. b. The total amount to be expended for services since the expiration of Agreement #N- 2022-138, and for services for the remainder of the term defined in Section Three, above, shall not exceed $5,380.00. SECTION FIVE PROPRIETARY RIGHTS WARRANTY AND INDEMNITY MIDI shall defend or settle, at its own expense, any claim, cause of action or proceeding brought against Licensee that is based on a claim that the use of the Software infringes or violates any patent, copyright, trade secret or other proprietary Page 2of8