25E - AGMT - LASERFICHE UPGRADE AND MAINTENANCE

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a protective order requiring that the Confidential Information so disclosed be used only for the proposes for which the order was issued. E. The parties will not, unless required by law, make each other's Confidential Information available in any form to any third party (except each party's respective legal, tax, and accounting advisors, technology consultants, and other persons who have a reasonable need to know such Confidential Information for performance by Laserfiche or Licensee under this Agreement) or to use each other's Confidential Information for any purpose other than in the performance of this Agreement. Except to persons described in the previous sentence, Licensee will not disclose the results of any Acceptance tests results or findings without Laserfiche's prior written approval. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement. The parties agree to hold each other's Confidential Information in confidence during and for seven years after the termination of this Agreement or until such Confidential Information is no longer confidential. Each party acknowledges and agrees that, because of the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this confidentiality provision, and that such breach would cause irreparable harm to the non- breaching party; therefore, the non - breaching party will be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement. F. The exchanged Confidential Information will remain the property of the party disclosing such Confidential Information, and upon request, except where provided expressly to the contrary herein, the receiving party will return all Confidential Information received in tangible form to the disclosing party, or at the disclosing party's option, destroy all such Confidential Information and certify such destruction to the disclosing party. 9. Ownership of Data and Works; Copvrieht. A. Ownership. The Laserfiche Software is licensed and not sold. Laserfiche will retain ownership of, and title to, the Laserfiche Software and Documentation (including all adaptations, derivative works or copies). Licensee agrees that Laserfiche is the owner of all rights, title and interest in all computer programs that comprise the Laserfiche Software, including any source code, object code, derivative works, enhancements and modifications, all files, including input and output materials, all Documentation related to such computer programs and files, all media upon which any such computer programs, files and documentation are located (including tapes, disks and other storage media) and all related material that are used by, developed for, or paid for by Licensee in connection with the performance of any Services provided by Laserfiche. Licensee is acquiring the license under the terms described in this Agreement and the License File(s) described in Section TA above, and Licensee acquires no other rights. Licensee will retain ownership of, and title to, all content, data files, and similar materials developed and stored by Licensee. B. Proprietary Rights. The Laserfiche Software and the Documentation are protected by United States and other international copyright laws, conventions and treaties. Licensee agrees that all copyrights and other proprietary rights in computer programs, files, Documentation, and related materials that are paid for by Licensee or developed by Laserfiche in connection with this Agreement are owned by Laserfiche, and Licensee hereby assigns to Laserfiche Enterprise Software License and professional Services Agreement 25E -17 Page 15