6.8. General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN,
<br />CompuDyne DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY OF THE COVERED APPLICATIONS
<br />OR ANY OTHER COMPONENT OF THE SYSTEM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
<br />LIMITATION, ANY WARRANTIES OR CONDITIONS OF SUITABILITY, MERCHANTABILITY,
<br />SATISFACTORY QUALITY, TITLE, NON - INFRINGEMENT AND /OR FITNESS FOR A PARTICULAR
<br />PURPOSE.
<br />7. Protection of Confidential and Proprietary Information
<br />7.1. All Client Confidential Information shall be held in strict confidence by CompuDyne,
<br />and CompuDyne shall not, without the Client's prior written consent, disclose such information to any person
<br />or entity other than to CompuDyne's employees or consultants legally bound to abide by the terms hereof and
<br />having a need to know such information in connection with CompuDyne's performance of the services
<br />hereunder, or use such information other than in connection with the performance of the services hereunder.
<br />The term "Client Confidential Information" shall include all Client data and other written information of a
<br />confidential nature clearly labeled by the Client as being confidential. CompuDyne understands and agrees
<br />that the unauthorized use or disclosure of Client Confidential Information may irreparably damage the Client.
<br />In the event of CompuDyne's breach or threatened breach of any of the provisions in this Section 7.1, the
<br />Client shall be entitled to an injunction obtained from any court having appropriate jurisdiction restraining
<br />CompuDyne from any unauthorized use or disclosure of any Client Confidential Information.
<br />7.2. All CompuDyne Confidential Information shall be held in strict confidence by the
<br />Client, and the Client shall not, without CompuDyne's prior written consent, disclose such information to any
<br />person or entity other than to the Client's employees or consultants legally bound to abide by the terms hereof
<br />and having a need to know such information in connection with the Client's performance of its obligations
<br />hereunder, or use such information other than in connection with the performance of its obligations
<br />hereunder. The term "CompuDyne Confidential Information" shall include the Covered Applications and all
<br />other CompuDyne software applications, whether or not licensed to the Client, as well as any written
<br />information disclosed by CompuDyne to the Client under this Agreement, including, but not limited to, any
<br />trade secrets, confidential knowledge, data, information relating to CompuDyne products, processes, know -
<br />how, designs, formulas, methods, developmental or experimental work, improvements, discoveries, plans for
<br />research, new products, marketing and selling, business plans, budgets and unpublished financial
<br />statements, licenses, prices and costs, suppliers and clients, information obtained through contact with
<br />CompuDyne's clients, proprietary information of CompuDyne's clients, and information regarding the skills
<br />and compensation of CompuDyne's employees or other consultants. The Client understands and agrees that
<br />the CompuDyne Confidential Information constitutes a valuable business asset of CompuDyne, the
<br />unauthorized use or disclosure of which may irreparably damage CompuDyne. In the event of the Client's
<br />breach or threatened breach of any of the provisions in this Section 7.2, CompuDyne shall be entitled to an
<br />injunction obtained from any court having appropriate jurisdiction restraining the Client from any unauthorized
<br />use or disclosure of any CompuDyne Confidential Information.
<br />7.3. Notwithstanding Section 7.1 or Section 7.2 hereof, neither Client Confidential
<br />Information nor CompuDyne Confidential Information shall include information which the recipient can
<br />demonstrate by competent written proof (a) is now, or hereafter becomes, through no act or failure to act on
<br />the part of the recipient, generally known or available or otherwise part of the public domain; (b) is rightfully
<br />known by the recipient without restriction on use prior to its first receipt of such information from the
<br />disclosing party as evidenced by its records; (c) is hereafter furnished to the recipient by a third party
<br />authorized to furnish the information to the recipient, as a matter of right and without restriction on disclosure;
<br />or (d) is the subject of a written permission by the disclosing party to disclose.
<br />7.4. Notwithstanding Section 7.1 or Section 7.2 hereof, or any other provision hereof,
<br />disclosure of Client Confidential Information or CompuDyne Confidential Information shall not be precluded if:
<br />•
<br />Updated 111505 Page 8 of 15 Master Support Agreement
<br />02005 CompuDyne— Public Safety & Justice, Inc. All rights reserved.
<br />
|