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Docusign Envelope ID:861E960D-5A7A-40C7-A546-9E2B8236ACO2
<br /> chooses not to renew the current Subscription, Relying Party must provide written notice(including by e-mail) thirty
<br /> (30)days prior to the end of the then-current Subscription Term.
<br /> 5.4. Taxes. Relying Party will be responsible for payment of any applicable sales, use and other taxes and all
<br /> applicable export and import fees,customs duties and similar charges(other than taxes based on Evldent's income),
<br /> and any related penalties and interest for the grant of license rights hereunder, or the delivery of related services.
<br /> Relying Party will make all required payments to Evident free and clear of, and without reduction for,any withholding
<br /> taxes. Any such taxes imposed on payments to Evident will be Relying Party's sole responsibility, and Relying Party
<br /> will, upon Evident's request, provide Evident with official receipts issued by the appropriate taxing authorities, or such
<br /> other evidence as Evident may reasonably request,to establish that such taxes have been paid.
<br /> 5.5. Late Payments; Interest. Any portion of any amount payable hereunder that is not paid when due will accrue
<br /> _ interest at one-and-one-helf-pereent(1�°lo)-per-mc)nth-or-the_maximum-r-ate-pemnitted-by_applicable_lpw—whichever--
<br /> Is less,from the due date until paid. Relying Party will reimburse Evident for its costs of collection, including attorney
<br /> fees, necessitated by Relying Party's failure to pay amounts due in a timely manner.
<br /> GONEIDENT-IAL-ITti ---_....--
<br /> 6.1. Ownershio of Confidential Information. The parties acknowledge that during the performance of this
<br /> Agreement, each party will have access to certain of the other party's Confidential Information or Confidential
<br /> Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all
<br /> items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will
<br /> remain the sole property of the disclosing party or such third party.
<br /> 62. Mutual Confident!ality Obligations. Each party agrees as follows:(ii)to use Confidential Information disclosed
<br /> by the other party only for the purposes described herein; (Ili) that such party will not reproduce Confidential
<br /> Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from
<br /> dissemination to, and use by, any third party; (iv)that neither party will create any derivative work from Confidential
<br /> Information disclosed to such party by the other party; (v)to restrict access to the Confidential Information disclosed
<br /> by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and
<br /> who have been advised of and have agreed in writing to treat such information in accordance with the terms of this
<br /> Agreement;and(vi)to return or destroy, pursuant to Section 103,all Confidential Information disclosed by the other
<br /> patty that is in its possession upon termination or expiration of this Agreement.
<br /> 6.3. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 6.1 and 6.2 will not
<br /> apply to Confidential Information that(i) is publicly available or in the public domain at the time disclosed; (ii) is or
<br /> becomes publicly available or enters the public domain through no fault of the recipient;(Ili)is rightfully communicated
<br /> to tine recipient by persons not bound by confidentiality obligations with respect thereto;(iv)is already in the recipient's
<br /> possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v)is independently
<br /> developed by the recipient or (vi) is approved for release or disclosure by the disclosing party without restriction.
<br /> Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x)in
<br /> err/`r to comply with tho order of a court or other governmental body, provided that the party making the disclosure
<br /> pursUant to the order will first have given written notice to the other party and made a reasonable effort to obtain a
<br /> protective order;(y)or as otherwise necessary to comply with applicable law, or(z)to establish a party's rights under
<br /> this Agreement, including to make such court filings as it may be required to do.
<br /> 7. PROPRIETARY RIGHTS.
<br /> 7.1. Evident Ownership. Except for the rights expressly granted by Evident to Relying Party under this
<br /> Agreement, as between the parties Evident owns and retains all right, title and interest in and to the Subscription
<br /> Services, the Documentation, the Aggregated Statistics and all of Evident's content, including without limitation,
<br /> information, text, graphics, links, documents, data, materials, tools, icons, audio, visual, software, symbols, and
<br /> characters incorporated into and available through the Subscription Services, and all Intellectual Property Rights
<br /> therein(collectively,the"Evident IP"). Except as otherwise set forth in these Terms and Conditions, nothing contained
<br /> in this Agreement will be construed as conferring upon Relying Party, by implication, operation of law or otherwise,
<br /> any:,then license or other right in or to the Evident IP. Relying Party will not take any action inconsistent with Evident's
<br /> own,arship of the Evident IP.
<br /> 7.2. Relying Pa&l Ownership. As between the parties, Relying Party owns and retains all right, title and interest
<br /> in and to the belying Party Data and all Intellectual Property Rights therein (collectively, the "Relying Party 113").
<br /> Except as otherwise set forth in these Terms and Conditions, nothing will be construed as conferring upon Evident,
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