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Limitations on License. No rights, title, or interest in and to the Services or Software are granted to
<br />Customer other than the rights set forth in Section 3.1. No rights may be implied by estoppel or otherwise. Title to
<br />and ownership of the Services and Software shall be and at all times remain in MMC. Customer shall not (a) reverse
<br />engineer, disassemble, decompile or otherwise attempt to derive source code from MMC's proprietary technology, (b)
<br />make the Services or Software available to any third parties other than as expressly permitted in this Agreement, (c)
<br />modify, adapt, translate or create derivative works based on the Services or Software, (d) reproduce or copy any
<br />portion of the Services or Software, or (e) permit or authorize any party to do any of the foregoing. Customer is not
<br />entitled to receive Source Code for the Software at any time or for any reason. Any actions by Customer in violation
<br />of this Section 3.2 shall be a material breach of this Agreement and shall give rise in MMC to a right to immediate
<br />termination of this Agreement and a return of all MMC proprietary information of whatever form, in addition to any
<br />other remedies available at law or under this Agreement.
<br />Deliverables. Notwithstanding the limitations set forth herein, Customer shall be granted all right, title, and
<br />interest in and to the reports, graphs, charts, and other documentation (collectively "Deliverables ") provided to
<br />Customer or generated by the Software using Customer data. Customer shall have no restrictions on Customer's use
<br />or dissemination of the Deliverables. At no time and for no reason shall the Software, in object code or source code
<br />form, or any part thereof, or the processes, procedures, methods, ideas, or know -how of MMC be considered as part of
<br />the Deliverables.
<br />Confidential Information. Confidential Information shall mean any and all information disclosed by one
<br />party (the "Disclosing Party ") to the other party (the "Receiving Party ") which is identified as Confidential or
<br />Proprietary. For oral disclosures, the Disclosing Party shall identify such disclosures as confidential and shall
<br />summarize such disclosure in writing within thirty (30) days of disclosure to the Receiving Party. For written
<br />disclosures in paper, electronic, or other media, such shall be marked "Confidential" or "Proprietary". In all cases,
<br />Confidential Information shall include all patents, copyrights, trademarks, trade secrets, software, models, inventions,
<br />know -how, processes, business models, client lists, financial information, constituent lists, employee lists, or
<br />prospective business models of the Disclosing Party.
<br />The Receiving Party shall not use, disseminate, or otherwise disclose the Confidential Information of the Disclosing
<br />Party to any person, firm, business, or entity, except to the extent necessary for internal use in accordance with this
<br />Agreement. In all cases, the Receiving Party shall treat such Confidential Information with at least the same degree of
<br />care as the Receiving Party treats its own Confidential Information, but in no case with less than a reasonable degree
<br />of care, and shall disclose such information only to persons with a need to know. The Receiving Party shall give
<br />notice to the Disclosing Party immediately upon discovering an actual or suspected unauthorized disclosure of
<br />Confidential Information.
<br />The responsibility of confidentiality shall not apply to Confidential Information which:
<br />a) is in the public domain through no violation of a duty of confidentiality; b) was rightfully in the Receiving
<br />Party's possession free and clear of any obligation of confidentiality; c) was developed by the Receiving Party
<br />independent of and without reference to the Confidential Information of the Disclosing Party; d) was received by
<br />the Receiving Party from a third party who was under no obligation of confidentiality; e) is required to be
<br />disclosed pursuant to the order of a court or other governmental body, provided however that the Receiving Party
<br />shall promptly inform the Disclosing Party of the required disclosure so as to afford the Disclosing Party the
<br />opportunity to prevent or restrict such disclosure.
<br />Nothing in this Agreement shall be construed as a grant from the Disclosing Party to the Receiving Party of any right,
<br />title, license, or other interest in the Confidential Information other than the rights specifically provided for herein. No
<br />rights or licenses shall be implied by estoppel or otherwise.
<br />Within five (5) business days of the request of the Disclosing Party, the Receiving Party shall return and/or destroy
<br />any and all copies of the Confidential Information then in the Receiving Party's possession. Upon request, the
<br />Receiving Party shall certify to the Disclosing Party compliance with this Section 3.4.
<br />The parties acknowledge that in the event of a violation of this Agreement that the Disclosing Party would not have an
<br />adequate remedy at law and the parties hereto expressly agree that in the event of an actual or anticipated disclosure of
<br />Confidential Information that the Disclosing Party shall be entitled to seek injunctive relief in addition to any remedies
<br />available at law.
<br />MMC Services Agreement Page 20
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