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Information.
<br />Upon the request of the disclosing Party, the recipient will return to
<br />the disclosing Party all written Confidential Information, and will
<br />promptly destroy all copies of any analyses, summaries or extracts
<br />prepared by the recipient or for its use containing or reflecting any
<br />Confidential Information.
<br />Each Party further agrees to promptly advise the other Party in writing
<br />of any unauthorized misappropriation, disclosure or use by any person
<br />of the Confidential Information of the other Party that may come to its
<br />attention and to take all steps reasonably requested by the disclosing
<br />Party to limit, restrict or otherwise remedy such misappropriation,
<br />disclosure or use.
<br />Nothing in this Agreement will be construed as granting any rights to
<br />the receiving Party, by license or otherwise, to any of the disclosing
<br />Parry's Confidential Information, except as expressly stated in this
<br />Agreement. In the event that a Party is required to disclose
<br />Confidential Information to a court or governmental agency or
<br />pursuant to any other applicable Legal Requirement, such Party will,
<br />to the extent practicable prior to such disclosure, and as soon as
<br />practicable and by the best available means, notify the other Party to
<br />allow it an adequate opportunity to object to the disclosure order or to
<br />take other actions to preserve the confidentiality of the information.
<br />Prior to any disclosure pursuant to this Section 11, a Party required to
<br />disclose Confidential Information will cooperate with the Party
<br />claiming confidentiality of the information in such Party's reasonable
<br />efforts to limit the disclosure by means of a protective order or a
<br />request for confidential treatment.
<br />(12) Ownership and Use of Work Product. Client will own all
<br />deliverables and other material originated, prepared for and/or
<br />delivered to the Client under this Agreement, including without
<br />limitation, all copyright, patent, trade secret and other proprietary
<br />rights pertaining thereto; provided, however, that Provider's working
<br />papers and Confidential Information of Provider belong exclusively to
<br />Provider except to the extent said working papers contain Confidential
<br />Information of Client or material owned by Client under the preceding
<br />sentence. To the extent that Confidential Information of Provider is
<br />embedded or reflected in the deliverables provided hereunder,
<br />Provider hereby grants Client the perpetual, nonexclusive, worldwide,
<br />royalty -free right and license to (a) use, execute, reproduce, distribute
<br />copies of, and prepare derivative works of Provider's Confidential
<br />Information and any derivative works thereof, and (b) authorize others
<br />to do any or all of the foregoing; provided, however, that said rights
<br />will be strictly limited to Client's internal use related to detection,
<br />testing, intrusion, penetration, and remediation of security
<br />vulnerabilities in Client's own information systems and networks.
<br />Except to the extent same include Confidential Information of Client,
<br />the ideas, concepts, know-how, techniques, inventions, discoveries
<br />and improvements developed during the course of this Agreement by
<br />Provider's personnel, alone or in conjunction with Client personnel,
<br />may be used by Provider in any way it deems appropriate, including
<br />without limitation by or for its clients, without an obligation to
<br />account, notwithstanding any provision in this Agreement to the
<br />contrary. Nothing in this Agreement will preclude or limit Provider
<br />from providing consulting services and/or developing software or
<br />materials for itself or other clients.
<br />(13) General Provisions.
<br />a. Severability. In the event that any provision of this
<br />Agreement is determined to be invalid, unenforceable or
<br />otherwise illegal, such provision will be deemed restated, in
<br />accordance with applicable law, to reflect as nearly as possible
<br />the original intentions of the Parties, and the remainder of the
<br />Agreement will remain in full force and effect.
<br />b. No Waiver. No term or condition of this Agreement will
<br />be deemed waived, and no breach will be deemed excused,
<br />unless such waiver or excuse is in writing and is executed by the
<br />Party from whom such waiver or excuse is claimed.
<br />C. Amendment. Any amendment of this Agreement will be
<br />in writing and signed by both Parties.
<br />d. Interpretation. Section numbers and headings are used
<br />for convenience and are not to be construed as limitations of the
<br />substance of any provision.
<br />e. Governing Law. This Agreement will be interpreted
<br />under the laws of the State in which Client is domiciled.
<br />E Force Majeure. With the exception of a Party's
<br />obligation to make payments properly due to the other Party,
<br />neither Party will be deemed in default or otherwise liable under
<br />this Agreement due to its inability to perform its obligations by
<br />reason of fire, earthquake, flood, substantial snowstorm,
<br />epidemic, accident, explosion, casualty, strike, lockout, labor
<br />controversy, riot, civil disturbance, act of public enemy,
<br />embargo, war, act of God, or any failure or delay of any
<br />transportation, power, computer or communications system or
<br />any other or similar cause beyond that Party's control.
<br />g. Assignment. Neither this Agreement nor any right or
<br />obligation arising hereunder may be assigned (voluntarily, by
<br />operation of law, or otherwise), in whole or in part, by either
<br />Party without the consent of the other Party, such consent not to
<br />be unreasonably withheld; provided, however, that either Party
<br />will have the right, upon written notice to the other Party, to
<br />assign this Agreement to any person or entity that acquires all or
<br />substantially all of such Parry's business or assets. This
<br />Agreement will be binding upon, and inure to the benefit of, the
<br />Parties and their respective successors and permitted assigns.
<br />h. Injunctive Relief. The Parties acknowledge that it will be
<br />impossible to measure in money the damage to them caused by
<br />any failure to comply with the covenants set forth in Section 11
<br />(Confidential Information), that each such covenant is material,
<br />and that in the event of any breach of such provision, the injured
<br />Party will not have an adequate remedy at law or in damages.
<br />Therefore, in addition to any other remedies to which a Party
<br />may be legally entitled, the Parties consent to the issuance of an
<br />injunction or the enforcement of other equitable remedies
<br />against them at the suit of the other, without bond or other
<br />security, to compel performance of all of the terms of Section 11
<br />(Confidential Information), and waive the defense of the
<br />availability of relief in damages.
<br />i. Exclusive Remedies. The Parties agree that the remedies
<br />set forth in this Agreement shall constitute the sole and exclusive
<br />remedies available for any breach of this Agreement, including
<br />any breach of warranty, express or implied.
<br />j. Export Controls. The Parties acknowledge that
<br />Provider's Reconnaissance Network Appliance (RNA) is subject
<br />to the U.S. Export Administration Regulations and other U.S.
<br />law, and may not be exported, re-exported or otherwise
<br />transferred contrary to U.S. law. Client agrees to refrain from
<br />exporting or re-exporting any RNA device without the advance
<br />written permission of Provider.
<br />k. Counterparts; Facsimiles. This Agreement may be
<br />executed in two or more counterparts, each of which will be
<br />deemed an original, but all of which together constitute one and
<br />the same document. The Parties may sign facsimile copies of
<br />this Agreement which will each be deemed originals.
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<br />Initials
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