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GnIR GIS Data Resources, Inc. (c) Customer is responsible for all sales, use, excise and other tax assessments on the Services and/or GDR products ordered by Customer, exclusive of taxes based on GDR's net income. 3. Term and Termination. Unless otherwise terminated in accordance with the provisions hereof, this Agreement will begin on the Effective Date and be effective through the first anniversary of such Effective Date ("Term"). The Term shall thereafter be automatically renewed (each a "Renewal Term") for successive one-year periods until either party delivers to the other written notice not less than ninety (90) days prior to the end of any such Term or Renewal Term, of such party's intent to terminate this Agreement. Such termination will be effective as of the end of the then -current Term or Renewal Term. 4. Customer's Responsibilities. (a) Customer is responsible for ensuring that a representative of Customer is available for consultation with GDR regarding the Services during regular business hours. In the event a representative of Customer is not available for consultation, the time for completion of the Services may be delayed. (b) Customer is responsible for supplying GDR, on a timely basis, with such information and documents as are required by GDR to perform the Services. Customer shall supply GDR with required data as set forth on Exhibit A. (c) Customer shall perform such work and make all necessary arrangement that may be necessary for GDR to perform the Services as detailed in Exhibit A. (d) Delays caused by failure of Customer to provide the necessary documents or complete necessary work may result in GDR adjusting the delivery schedule. 5. Change Orders. From time to time during the performance of Services, either party may propose changes to the scope of the SOW and either party's obligations. Each request will be made in writing and describe, in sufficient detail, the reason for the request and the technical, resource, price and scheduling impact of the requested change. Each party will evaluate each change request in good faith and will respond with a sufficiently detailed writing within a reasonable time. All material aspects of any change that is agreed to will be documented in a project change order and signed by an authorized representative of each party ("Change Orders"). Change Orders will be deemed incorporated into the applicable SOW when documented and signed in the authorized manner. 6. Ownership of Deliverables. Customer acknowledges and agrees that GDR and its third -party licensors exclusively own all Deliverables. 7. Limited Warranty of Services. GDR warrants that it will perform Services in a professional and workmanlike manner in accordance with the description of such Services set forth in the SOW. 8. Confidentiality. The receiving party agrees to hold in confidence and to cause its employees, agents, representatives and subcontractors, if any, to hold in confidence and not to disclose or reveal to any person or entity Confidential Information without the express prior written consent of a duly authorized representative of the disclosing party. Further, the receiving party agrees not to use, copy or disclose any of the Confidential Information for any purpose, other than with the written consent of the disclosing party; provided, upon notice to the disclosing party and an opportunity to contest disclosure, the receiving party may respond to legal process or make disclosure of Confidential Information as otherwise required by law. Notwithstanding the foregoing, in the event a party is responding to legal process, such party will only disclose that portion of Confidential Information required by law and such disclosure will not absolve the responding party from its obligations of confidentiality regarding such Confidential Information. 9. Indemnification. Customer hereby agrees to defend, save, hold harmless, and indemnify GDR and its officers, employees and agents against any claim by any third party for any loss, injury, damage, risk, cause of action, or liability of any type (including legal fees) that Customer or any other person incurs, sustains, pays, or becomes liable for, relating to or arising out of performance of GDR of the Services except to the extent that such claim has been caused, either directly or indirectly, by the negligence or lack of good faith of GDR, its officers, agents or employees. 8 Digital Drive, Suite 200, Novato, CA 94949 • (888) 654-4GDR (4437) • Phone (415) 884-4437 • FAX (415) 884-4407 Rev: 20051006 Page 2 of 12