FRACTA - Laserfiche WebLink

Home Browse Search

SOFTWARE AS A SERVICE AGREEMENT • • • Master Terms and Conditions F R A C TA Online Version ("Disclosing Party") is of importance to both Parties. The terms "Receiving Party" and "Disclosing Party" includes each Party's officers, directors, employees and representatives. As to Customer, the terms "Receiving Party" and "Disclosing Party" also includes all entities controlling, controlled by and under common control with, Customer (each, an "Affiliate') and such Affiliate's representatives. 6.2 "Confidential Information." For purposes of this Agreement, "Confidential Information" means all non-public information that a Disclosing Party designates as being confidential, or which, under the circumstance of disclosure, ought to be treated as confidential. Confidential Information includes, without limitation, Fracta's algorithms, Fracta's software system, Customer's pipeline deployment data, and each Party's research, development, trade secrets, product development plans, inventions, and technical data. Confidential Information does not include information which can be shown by the Receiving Party to be: (i) already known or in its possession without an obligation of confidentiality to the Disclosing Parry prior to the execution of this Agreement; (ii) rightfully furnished to the Receiving Parry by a third party; (iii) publicly available without breach of this Agreement; or (iv) independently developed by the Receiving Party without reliance on the Confidential Information as evidenced by written records of the Receiving Party. 6.3 Protection of Confidential Information. During the term of this Agreement, Receiving Party agrees to hold the Disclosing Party's Confidential Information in confidence and to take reasonable precautions to protea such Confidential Information including, without limitation, all precautions that Receiving Party uses for to its own confidential information, but in no event less than reasonable care. 6.4 Reouired Disclosures. If a Receiving Party is legally compelled by a court or governmental body to make any disclosure of Confidential Information, the Receiving Party shall (i) promptly notify the Disclosing Party, unless such notice is prohibited by law; and (ii) consult with and assist the Disclosing Party, at the Disclosing Party's expense, in obtaining an injunction or other appropriate remedy to prevent such disclosure. 6.5 Unauthorized Disclosure. If a Receiving Party discovers that the Disclosing Party's Confidential Information has been used or disclosed in violation of this Agreement, the Receiving Party will immediately: (i) notify Disclosing Parry; (ii) take reasonable action to minimize the impact of the use or disclosure; and (iii) take necessary steps to prevent a further disclosure of any Confidential Information. Fracta Confidential Page 6 of 11 February 7, 2018