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b. Except as expressly authorized under this Agreement, the Subscription shall not be <br />used by or made available to any third party, and that use of the Subscription shall <br />be only by its Subscriber's authorized employees and contractors; and <br />c. Subscriber shall not sell, resell, rent, or lease the Subscription. <br />10. Proprietary Rights. Except for the Subscription granted herein, NEC reserves all rights <br />in and to the Software, including all enhancements developed by NEC during the <br />Subscription Term. Subscriber shall not modify, copy any portion, mirror, or reverse - <br />engineer the Software. All proprietary rights in and to the Subscriber Database shall be <br />owned by Subscriber. <br />11. Equipment and Services. During the Subscription Term, any maintenance, support and <br />training services, and equipment provided by NEC are subject to the terms and conditions <br />set forth in Exhibit D. <br />12. Insurance. During the Subscription Term, NEC shall maintain insurance coverage in at <br />least the amounts and types set forth on Exhibit C. <br />13. Subscriber Breach. If Subscriber breaches any term of this Agreement and fails to cure <br />the breach within thirty (30) days' notice thereof by NEC, NEC may exercise any or all of <br />the following cumulative remedies: <br />a. Suspension of the Subscription, and all rights of access to or copies of the <br />Subscriber Database, until the breach has been cured; <br />b. Termination of the Subscription; and <br />c. The recovery of any unpaid fees and reimbursable expenses due under this <br />Agreement. <br />14. NEC Breach. If NEC breaches any term of this Agreement and fails to cure the breach <br />within thirty (30) days' notice thereof by Subscriber, Subscriber may terminate the <br />Subscription and receive a pro -rats refund of the unused Subscription Fees for the <br />remaining Subscription Term of the Subscription Order. <br />15. Confidential Information. "Confidential Information," as used herein, means non-public <br />information that is exchanged between the Parties, provided that such information is (i) <br />labeled or identified "Confidential" at the time it is provided by the disclosing Party, or (ii) <br />disclosed under circumstances that would indicate to a reasonable person that the <br />information should be treated as confidential by the Party receiving the information. If the <br />disclosing Party fails to identify information as "Confidential Information" at the time of <br />disclosure it may subsequently identify the information as "Confidential Information" by <br />giving written notice to the other Party. <br />E <br />v11222017 <br />