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Docusign Envelope ID:4FF851C3-ADE5-4C70-8186-BD7B11119215
<br /> provided in the Agreement,DebtBook does not provide refunds of any paid Fees. Unless otherwise provided In the Customer
<br /> Terms,and to the extent permitted by applicable law,If Customer falls to make any payment when due,DebtBook may,without
<br /> limiting any of its other rights,charge Interest on the past due amount at the lowg of(1)the rate of 1.5%per month,(2)the
<br /> rate established in any Customer Term,or(3)the maximum rate permitted under applicable law.
<br /> (b) Taxes.All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and
<br /> similar assessments.Unless Customer Is exempt from making any such payment underapplicable law or regulation,Customer Is
<br /> responsible forall applicable sales,use,and excise taxes,and any other similar taxes,duties,and chargesof any kind imposed by
<br /> any federal, state,or local governmental or regulatory authority on any amounts payable by Customer under the Agreement,
<br /> other than anytaxes imposed on DebtBook's income.
<br /> 5. Confidential Infer mation.
<br /> (a) From time to time during the Term,either party(the"Disclosing Party")may disclose or make available to
<br /> the other party (the "Receiving Party") information about the Disclosing Party's business affairs, products, confidential
<br /> intellectual property,trade secrets,third-party confidential information,and other sensitive orproprietary information,whether
<br /> In written,electronic,or other form or media,that Is marked,designated,or otherwise identified as"confidential",or which a
<br /> reasonable person would understand to be confidential or proprietary under the circumstances (collectively, "Confidential
<br /> In1lbrmation"). For the avoidance of doubt,DebtBook's Confidential information Includes the DebtBook IP and the Application
<br /> Services source code and specifications. As used In the Agreement, "Confidential Information" expressly excludes any
<br /> Information that,at the time of disclosure is(1)in the public domain;(2)known to the receiving party at the time of disclosure;
<br /> (3)rightfully obtained by the Receiving Party on a non-confidential basis from a third party;or(4)independently developed by
<br /> the Receiving Party.
<br /> (b) To the extent permitted by applicable law,the Receiving Party will hold the Disclosing Party's Confidential
<br /> Information In strict confidence and may not disclose the Disclosing Party's Confidential Information to any person or entity,
<br /> except to the Receiving Party's employees,officers,directors,agents,subcontractors,financial advisors,and attorneys who have
<br /> a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the
<br /> Agreement or otherwise in connection with the Services. Notwithstanding the foregoing,each party may disclose Confidential
<br /> Information to the limited extent required(1) in order to comply with the order of a court or other governmental body,or as
<br /> otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order must
<br /> first give written notice to the other party;or(2)to establish a party's rights under the Agreement,including to make required
<br /> court filings.
<br /> (c) On the expiration or termination of the Agreement, the Receiving Party must promptly return to the
<br /> Disclosing Party all copies of the Disclosing Party's Confidential Information,or destroy all such copies and,on the Disclosing
<br /> Parts request,certify In writing to the Disclosing Party that such Confidential Information has been destroyed.
<br /> (d) Each party's obligations under this Section are effective as of the Effective Date and will expire three years
<br /> from the termination of the Agreement;provided,however,with respect to any Confidential information that constitutes a trade
<br /> secret(as determined under applicable law),such obligations of non-disclosure will survive the termination or expiration of the
<br /> Agreementforas long as such Confidential Information remains subjecttotrade secret protection underapplicable law.
<br /> (e) Notwithstanding anything in this Section to the contrary,if Customer is a Government Entity,then DebtBook
<br /> expressly agrees and understands that Customer's obligations under this Section are subject in all respects to, and only
<br /> enforceable to the extent permitted by,the public records laws,policies,and regulations of the Governing State,
<br /> 6. Intellectual Propert}t.
<br /> (a) DebtBook IP.As between Customer and DebtBook,DebtBook owns all right,title,and interest,Including all
<br /> Intellectual property rights,in and to the DebtBook IP.
<br /> (b) Customer Data.As between Customer and DebtBook,Customer owns all right,title,and interest, Including
<br /> all Intellectual property rights,in and to the Customer Data.Customer hereby grants to DebtBook a non-exclusive,royalty-free,
<br /> worldwide license to reproduce,distribute,sublicense,modify,prepare derivative works based on,and otherwise use and display
<br /> the Customer Data and perform all acts with respect to the Customer Data as may be necessary or appropriate for DebtBook to
<br /> provide the Services to Customer.
<br /> (c) Effect of Termination. Without limiting either party's obligations under Section 5 of the Agreement,
<br /> DebtBook,at no further charge to Customer,will(1)provide Customer with temporary access to the Application Services for up
<br /> to 60 days after the termination of the Agreement to permit Customer to retrieve its Customer Data in a commercially
<br /> transferrable format and(2)use commercially reasonable efforts to assist Customer,at Customer's request,with such retrieval.
<br /> After such period,DebtBook may destroy any Customer Data in accordance with DebtBook's data retention policies.
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