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6.2 Termination. Either party may terminate this Agreement upon written notice to the other party if the other party fails to cure a material breach of this Agreement within thirty (30) days of written notice of the breach from the terminating party, If Customer elects to terminate only Maintenance and Support for Cherwell's failure to cure a material breach of its Maintenance and Support obligations, Cherwell shall return to Customer any prepaid but unused Maintenance and Support fees, on a monthly pro -rata basis as of the date Cherwell was notified of Customer's Intent to terminate. Upon any termination by Cherwell for an uncured breach by Customer, unless such termination is with regard to Maintenance and Support services only, Customer agrees to remove all Licensed Software from Its computers, destroy all copies of the Licensed Software, and, upon request from Cherwell, certify in writing Its compliance. 7. CONFIDENTIALITY 7.1 Definition. As used in this Agreement, "Confidential Information" means any Information, whether oral or written, designated by a party as confidential or that reasonably should be understood to be confidential or proprietary in nature. Customer's Confidential Information shall include Customer data stored or processed with the Licensed Software. Cherwell's Confidential Information shall include the Licensed Software. Confidential Information of each partyshall include the terms of this Agreement (but not the fact of its existence), as well as each party's business and marketing plans, financial data, employee data, product plans and designs, and technical information. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public otherthan by breach of this Agreement; (ii) was known to the receiving party prior to its disclosure; (til) becomes known to the receiving party after proper disclosure from a third party not under an obligation of confidentiality; or Ill was disclosed to the minimum extent necessary to comply with a lawful court order or government law or regulation, provided that in the case of (iv) the disclosing party shall provide the other party with advance written notice thereof and reasonably cooperate with the other partyto limit disclosure and obtain protective orders or other relief as appropriate. 7.2 protection. Each party agrees to hold the other party's Confidential Information in strict confidence and to treat such other party's Confidential Information with at least the same degree of care employed with respect to its own Confidential Information (but In no event less than reasonable care). Neither party shall (1) use the other party's Confidential Information for its own account or in any manner not contemplated by this Agreement; nor (ii) disclose the other party's Confidential Information to a third party without the prior written consent of the other party. Both parties shall limit access of each other's Confidential Information to those of its employees, contractors and agents who have a need for such access and who are bound to confidentiality obligations substantially similar to those set forth in this Section. This Section shall survive termination or expiration of the Agreement (for any reason) for a period of three (3) years. 8. MISCELLANEOUS 8.1 Severability. If any of the terms, or portions thereof, of this Agreement are invalid or unenforceable under any applicable statute or rule of law, the court shall reform the Agreement to include an enforceable term as close to the Intent of the original term as possible; all other terms shall remain unchanged. 8.2 Entire Agreement. This Agreement constitutes the entire agreement between Customer and Cherwell relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, proposals and negotiations, whether written or oral. Any additions to, or modifications of, this Agreement shall be binding upon the parties only if in writing and executed by a duly authorized representative of Customer and Cherwell. TERMS AND CONDITIONS OF ANY CORRESPONDING PURCHASE ORDER OR OTHER DOCUMENT RELATING TO THE LICENSED SOFTWARE THAT ADD TO OR CONFLICT WITH THE TERMS CONTAINED IN THIS AGREEMENT SHALL BE DEEMED MATERIAL AND ARE REJECTED, 8.3 Waiver. The waiver orfailure of either partyto exercise in any respect any right provided for In this Agreement shall not be deemed a waiver of any further orfuture right under this Agreement. 8.4 Past Due Accounts. Any invoices not paid within the time period agreed on the Order Confirmation form and not disputed in good faith may be subject to a monthly finance charge of 1.5% of amounts due or Cherwell US EULA (rev. 22 May 2015) Page 4 of 5