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FULL PACKET_2008-12-01
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FULL PACKET_2008-12-01
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C. KCC Payments. <br />KCC shall be responsible for the payment of all KCC personnel. <br />D. Invoices Required. <br />Excluding any initial payment, Customer shall pay KCC only on the submission of itemized invoices(s) for the products ren- <br />dered. No payment shall be issued prior to receipt of material or service and correct invoice. <br />E. <br />Article IV. CONFIDENTIALITY <br />A. General. <br />To the extent authorized by applicable law, including the California Public Records Act, Government Code §§ 6250 et seq., <br />the parties hereto agree to keep confidential any information identified as confidential by the disclosing party, using meth- <br />ods at least as stringent as each party uses to protect its own confidential information. "Confidential Information" shall in- <br />clude KCC's research and development plans and reports, the computer code for the UA Software and KCC Software <br />(both source and object code), the functionality or manner of operation of any computer code (including without limitation <br />screen designs and flows), or any other designs, techniques, methods, specifications, drawings, sketches, processes, <br />trade secrets, product information, print-outs, formulae, samples, prototypes, systems and components, marketing or pro- <br />motional information, and any other information marked confidential or accompanied by correspondence indicating such <br />information is confidential exchanged between the parties hereto. Confidential Information also includes information relating <br />to the disclosing party's business or financial affairs, such as financial results, business methods, pricing, competitor and <br />product information and all other information designated as confidential. Except as may be authorized in advance in writing <br />by KCC, Customer shall grant access to the Confidential Information only to its own employees involved in installing and <br />maintaining the KCC Software, and Customer shall require such employees to be bound by this Agreement as well. In ad- <br />dition, Customer shall not permit any personnel or Authorized User to remove any proprietary or other legend or restrictive <br />notice contained or included in any material provided by KCC. The confidentiality and use obligations set forth above apply <br />to all or any part of the Confidential Information disclosed hereunder except to the extent that: <br />1. KCC or Customer can show by written record that it possessed the information prior to its receipt from the other <br />party; <br />2. The information was already available to the public or became so through no fault of the KCC or Customer; <br />3. The information is subsequently disclosed to KCC or Customer by a third party that has the right to disclose it free <br />of any obligations of confidentiality; or <br />4. Is independently developed by the other party without breach of this Agreement. <br />B. Improper Disclosure. <br />KCC and Customer acknowledge that any use or disclosure of Confidential Information in a manner inconsistent with the <br />provisions of this Agreement may cause the other parties irreparable damage for which remedies other than injunctive re- <br />lief may be inadequate, and each party agrees that the other party shall be entitled to receive from a court of competent <br />jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies. <br />Customer shall advise KCC if a request for information deemed confidential is made. In the event that KCC does not per- <br />mitdisclosure, KCC shall indemnify, defend, and hold harmless Customer from any suits or damages resulting from KCC's <br />failure to disclose. <br />C. Survival of Conditions. <br />The terms and provisions of this Article shall survive the termination of this Agreement, for any reason, for a period of five <br />(5) years, unless otherwise agreed upon by the parties. <br />D. Improper Acts. <br />Customer and Authorized Users shall not attempt to reverse engineer, translate, decompile or disassemble the object code <br />of the KCC Software and Customer agrees to use its best efforts to prevent reverse engineering, translation, decompilation <br />and disassembly of the object code of the KCC Software by its authorized users. <br />Article V. OWNERSHIP <br />1. KCC shall own all computer software and data KCC develops in the performance of its obligations under this Agree- <br />gage 2 = 12 <br />
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