|
6.8. General Disclaimer. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN,
<br />Tiburon DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY OF THE COVERED APPLICATIONS OR
<br />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 FORA 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 Tiburon, and
<br />Tiburon shall not, without the Client's prior written consent, disclose such information to any person or entity
<br />other than to Tiburon's employees or consultants legally bound to abide by the terms hereof and having a
<br />need to know such information in connection with Tiburon's performance of the services hereunder, or use
<br />such information other than in connection with the performance of the services hereunder. The term "Client
<br />Confidential Information" shall include all Client data and other written information of a confidential nature
<br />clearly labeled by the Client as being confidential. Tiburon understands and agrees that the unauthorized use
<br />or disclosure of Client Confidential Information may irreparably damage the Client. In the event of Tiburon's
<br />breach or threatened breach of any of the provisions in this Section 7.1, the Client shall be entitled to an
<br />injunction obtained from any court having appropriate jurisdiction restraining Tiburon from any unauthorized
<br />use or disclosure of any Client Confidential Information.
<br />7.2. All Tiburon Confidential Information shall be held in strict confidence by the Client,
<br />and the Client shall not, without Tiburon's prior written consent, disclose such information to any person or
<br />entity other than to the Client's employees or consultants legally bound to abide by the terms hereof and
<br />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 "Tiburon Confidential Information" shall include the Covered Applications and all other
<br />Tiburon software applications, whether or not licensed to the Client, as well as any written information
<br />disclosed by Tiburon to the Client under this Agreement, including, but not limited to, any trade secrets,
<br />confidential knowledge, data, information relating to Tiburon products, processes, know-how, designs,
<br />formulas, methods, developmental or experimental work, improvements, discoveries, plans for research, new
<br />products, marketing and selling, business plans, budgets and unpublished financial statements, licenses,
<br />prices and costs, suppliers and clients, information obtained through contact with Tiburon's clients,
<br />proprietary information of Tiburon's clients, and information regarding the skills and compensation of
<br />Tiburon's employees or other consultants. The Client understands and agrees that the Tiburon Confidential
<br />Information constitutes a valuable business asset of Tiburon, the unauthorized use or disclosure of which
<br />may irreparably damage Tiburon. In the event of the Client's breach or threatened breach of any of the
<br />provisions in this Section 7.2, Tiburon shall be entitled to an injunction obtained from any court having
<br />appropriate jurisdiction restraining the Client from any unauthorized use or disclosure of any Tiburon
<br />Confidential Information.
<br />7.3. Notwithstanding Section 7.1 or Section 7.2 hereof, neither Client Confidential
<br />Information nor Tiburon 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 72 hereof, or any other provision hereof,
<br />disclosure of Client Confidential Information or Tiburon Confidential Information shall not be precluded if:
<br />(a) such disclosure is in response to a valid order of a court or other governmental body
<br />of the United States or any political subdivision thereof; provided, however, that the
<br />Page 7 of 14
<br />Santa Ana Master Support Agreement
<br />
|