2003 AGN AUG 05 I23 - Laserfiche WebLink

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7. Term; Termination. (a) The term of this Agreement shall commence on the Effective Date and continue through the Expiration Date as those terms are defined in the Basic Terms of this Agreement (the "Term"). (b) In the event Consultant is in default of one or more of its obligations under this Agreement, Client shall have the right to terminate this Agreement if within thirty (30) days of written notice to Consultant a detailed description of Client's basis for such termination, Consultant fails to cure any such breach, or commence to cure such breach if the breach will in good faith take a larger period to cure. (c) Failure by Client to make timely payments of the Compensation, vendor costs, or other expenses arising from performance of this Agreement by Consultant shall entitle Consultant to immediately terminate or suspend performance of this Agreement by sending written notice of termination to Client. In the event of a termination by Consultant under this subsection, Client will be obligated to pay the entire Compensation and shall pay the outstanding balance of all fees due to Consultant provided in this Agreement within ten (10) days of the termination. 8. Ownership of Work Product. All work product of Consultant, including but not limited to print copy, audio or video tapes, slogans, themes, designs, are and shall be the exclusive property of Consultant. Consultant grants Client a limited, non-exclusive, non -transferable, revocable license to use such work product solely in connection with the Services. Subject to Consultant's prior written permission, Client may reuse Consultant's work product only for Client's own benefit. 9. Agreement Is Confidential. Client agrees that Client shall not during, or at any time following termination of Agreement with Consultant, disclose or divulge to other parties, the specific terms of this Agreement, except as required by law. 10. Protection of Confidential Information. Consultant has and will develop, compile, and own certain proprietary techniques and confidential information and data that have great value in its business (such techniques, and information and data are referred to in this Agreement collectively as "Confidential Information"). Confidential Information includes, without limitation, (a) all information that has or could have commercial value or other utility in the business in which Consultant is engaged or in which it contemplates engaging and (b) all information of which the unauthorized disclosure could be detrimental to the interests of Consultant, whether or not such information is identified as Confidential Information by Consultant. Except as require by law, Client shall keep confidential any and all Confidential Information regardless of means of transmission and storage. Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information under the terms of this Agreement. Client shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Client shall take at least those measures that Client takes to protect it own most highly confidential information. Client acknowledges that it is impossible to measure fully, in money, the injury that will be caused in the event of a breach or threatened breach of this provision and Consultant shall be entitled to injunctive relief to enforce the provisions of this Agreement, without prejudice to any other remedy that such party may have at law or in equity. 11. Late Charges. Consultant may charge a late fee of 1.5% per month on any payment due under this Agreement and not paid in full on the date due, and on any balance due and unpaid more than thirty (30) days after presentation of any statement or invoice from Consultant. 12. Notice. All notices required or permitted under this Agreement must be in writing and will be deemed given (a) when delivered personally, (b) two (2) days after having been sent by commercial express courier with written verification of receipt, (c) on transmission by facsimile, provided that receipt is confirmed by a report generated by the facsimile machine transmitting such notice, or (d) on the earlier of receipt or seven (7) business days after having been sent by U.S. first class mail, return receipt requested, postage prepaid. The delivery address for any such notice shall be as follows: