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otherwise terminated, If no specific terra is set forth in the SOW, the SOW shall be coterminous with this Agreement.
<br />Tile total sum to be expanded by Client for fees (including postage reimbursement) under this Agreement shall not
<br />exceed twenty thousand dollars ($20,000) annually, including for any Renewal Terms.
<br />8, ];vents of Default. The occurrence of any of the following events will constitute an Event of Default hereunder: (a) a
<br />material breach of this Agreement or any SOW unless cured within a period of thirty (30) days after written notice of
<br />such breach is given to the defaulting party by the other party hereto; or (b) a party becomes insolvent or makes a
<br />general assignment for the benefit of creditors, or takes advantage of any insolvency act, or commences a case or other
<br />proceeding naming the party as debtor under the United States Bankruptcy Code, or any proceeding is instituted
<br />against the party seeking liquidation of the party or the party's assets and the party fails to take appropriate action
<br />resulting in the withdrawal or dismissal of such proceeding within thirty (30) days, or there shall be appointed a
<br />receiver, liquidator, conservator, trustee or similar official in respect of the assets of the party.
<br />9. Riehts and Remedies Upon Default. Upon an Event of Default, the non - defaulting party may, at its option; (a)
<br />terminate this Agreement immediately upon written notice to the defaulting party or upon any future date specified in
<br />such notice; or (b) continue this Agreement, without waiving the defaulting party's continuing obligation to curs; and,
<br />in either case the non - defaulting party may take whatever action at law or in equity as may appear necessary or
<br />desirable in its judgment to enforce performance of any obligation under this Agreement or seek damages for such
<br />breach.
<br />10. Early Termination. This Agreement or any SOW may be terminated prior to the end of its term as then in effect
<br />upon the occurrence of any of the following events: (a) an Event of Default set forth in paragraph 8 above, following
<br />which the non - defaulting party elects to terminate the Agreement or the affected SOW; or (b) as permitted under a
<br />SOW in the event that the USPS adopts any new postal regulations, procedures, rates or incentives that directly impact
<br />the services.
<br />11. Force Mnleure. PBPS shall maintain a commercially reasonable business continuity plan; provided, however, PBPS
<br />shall not be responsible for or incur any liability for any delay or failure in performance of any service or obligation
<br />under this Agreement and shall be excused from the performance to the extent that PBPS is prevented, restricted,
<br />delayed or interfered with by causes beyond its control, including but not limited to acts of God, fire, floods, severe
<br />weather, explosions, utility or communication failures, earthquakes, wars (declared or undeclared), labor disputes,
<br />strikes, lockouts, riots, epidemics, acts of terrorism, blockades, embargoes, government orders or requirements having
<br />legal effect of any government or any judicial authority, or any other situations, whether similar or dissimilar to those
<br />referred to in this clause, which are beyond the reasonable control of PEPS ( "Force Majemre'�. In case of a Force
<br />Majeure event, PBPS will notify Client as soon as reasonably possible by whatever means are available, PBPS shall
<br />not be liable for the loss of any postage savings, and Client shall reimburse PBPS for the difference between the
<br />contracted postage discount rate and any postage upgrades required to submit the mail while the Force Majoure effects
<br />continue,
<br />12. Confidentiality. "Confidential Information" means all confidential and proprietary information of either party
<br />( "Disclosing Party"), including, each party's: (i) customer and prospect lists, suppliers and terms of existing
<br />agreements with business partners and other third parties; (ii) pricing, financial and other business information, data
<br />processes and plans, security measures, business continuity and disaster plans, policies and procedures; (iii) research
<br />and development information, analytical methods and procedures, hardware design, technology and ion- public
<br />personnel data; (iv) information concerning or belonging to the customers and potential customers of either party; (v)
<br />business practices, know -how, including but not limited to Trade Secrets (as defined by applicable law), and
<br />marketing or business plans; (vi) this Agreement, any orders and training materials; and (vii) any other information
<br />identified in writing as confidential or information that the receiving party ]Drew or reasonably should have known
<br />was confidential, disclosed to the other party ( "Receiving Party") or to which the Receiving Party gains access in
<br />connection with this Agreement,
<br />The parties acknowledge that Receiving Party may be provided, have access to or be exposed to Confidential
<br />Information of the Disclosing Party. The Receiving Party agrees (i) to hold the Disclosing Party's Confidential
<br />Information in strict confidence, and apply at least the standard of care used by the Receiving Party in protecting its
<br />own Confidential Information, but not less than a reasonable standard of care, and (ii) not to disclose such
<br />Confidential Information to any third party or use such Confidential Information except as reasonably required to
<br />exercise its rights or perform its obligations under this Agreement or upon written permission of the Disclosing Party,
<br />Each party agrees to cause its employees, agents, subcontractor's or other persons over whom the Receiving Party has
<br />control and who require access to such information, to abide by such obligations.
<br />The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public
<br />through no breach of this Agreement; or (ii) was lawfully in the Receiving Party's possession before receipt from the
<br />Page 2 of 14.
<br />Proprietary and Confidential Information
<br />PBPS Contract Management — Rev November 2013
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