25C - FINANCE AND UTILITY SOFTWARE

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Customer under this Agreement in connection with such module, less a pro rata credit for each full or partial month during which Customer used the module up to a ten (10) year period, and Customer shall return the original and all whole or partial copies of the module and related Documentation. S&S shall have no liability hereunder if the Customer has modified the Application Software in any manner without the prior written consent of S&S. The foregoing states S&S' entire liability, and the Customer's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade secret, or other property interest rights relating to the Information System, or any part thereof, or use thereof. J. Customer Indemnity. Customer agrees to indemnify, defend and hold harmless S&S, its directors and officers, and its employees and agents (collectively, the "S&S Indemnified Parties") from any and all claims, costs, expenses (including reasonable attorneys' fees), damages, liabilities or judgments, relating to injuries to persons or damage to property to the extent that the same arise out of the work or activities of Customer or its employees, subcontractors, or agents in connection with the Project. Notwithstanding the foregoing, Customer shall have no obligation under the foregoing sentence if the claim, cost or other item was due to the negligence of S&S or any of the other S&S Indemnified Parties. 6. SOURCE CODE ESCROW Upon Customer request throughout the Term, S&S shall supply a sealed Source Code tape for the Application Software (including any Upgrades) licensed hereunder. In such event, the sealed Source Code tape shall be provided to an escrow agent pursuant to an escrow agreement mutually agreeable to the parties. Customer shall be responsible for all fees payable to the escrow agent or otherwise incurred as a result of the escrow agreement. The escrow agreement shall specify that the Source Code may be made accessible to the Customer only in the event that S&S (a) whether directly or through a successor or affiliate, shall cease to be in the software business, (b) upon no less than sixty (60) days written notice (in addition to any notice requirement set forth in Section 8(B) refuses to fulfill its support obligations under this Agreement, or (c) should be declared bankrupt or insolvent by a court of competent jurisdiction. The Source Code supplied pursuant to this Section shall be subject to each and every restriction on use and disclosure set forth in this Agreement, and the Customer acknowledges that the Source Code and its associated documentation is the property of S&S and will use its best efforts to prevent unauthorized use or disclosure of the Source Code. CONFIDENTIALITY A. S&S and Customer shall each hold the other's Confidential Information in confidence. Neither party shall make the other's Confidential Information available in any form to any third party or use the other's Confidential Information for any purpose other than as specified in this Agreement. Information shall not constitute Confidential Information if it is publicly known or in the public domain through no breach of this Agreement by Customer or S&S. Neither party's obligations of non-disclosure and non-use shall extend to information that is required to be disclosed or requested in connection with any judicial or quasi judicial proceeding, including, but not limited to, any administrative proceedings or public records requests, provided the disclosing party shall give the other party reasonable notice of its intention to disclose information. B. This Agreement does not diminish, revoke or supersede any existing confidentiality, non-disclosure or similar agreement between the parties. The obligations of the parties set forth in this Section are in addition to the obligations of the parties set forth in any existing confidentiality, non-disclosure or similar agreement or otherwise arising under applicable law. In the event that this Section is in conflict with any provision of an existing agreement covering confidentiality or non-disclosure obligations, the provision that provides stronger protection to the disclosing party shall govern. S & S must identify proprietary information and will agree to confidentiality to the extent it doesn't conflict with California Public Records Law. To the extent that Customer receives a request for information related to S&S pursuant to California Public Records Law, Customer must notify S&S of said request immediately and S&S shall have the right to challenge said request in accordance with applicable provisions of the California Public Records Law prior to Customer's response to said request. 8. TERMINATION, CANCELLATION OR MODIFICATION Systems & Software, Inc. Confidential 25C-11