Page 13 of 24
‘3. LIMITATION OF LIABILITY
in no event shali IDC, its officers, agents and employees, be liable under or in connection with this Agreement
under any theory of tort, contract, strict liability or other tegal or equitable theory for lost profits, special, incidental
or consequential darnages.
&. TERM and TERMINATION
6.1 Effectiveness _ .
This Agreement is effective upon its acceptance by IDC and upon delivery of the Licensed Programs to Client and
shall remain in force until ierminated in accordance with section 6.3 of the Professional Service Agreement.
6.2 Termination —
IDC may terminate this Agreement or any license granted hereunder by written notice to Client
(ai lf Client breaches any material or payment term or condition of this Agreement, or any related Maintenance or
Support Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof, or
(b) If Client ceases to be actively engaged in business or utilizes or attempts to utilize the Licensed Programs,
Modifications or Documentation outside of the scope of this Agreement, or
(c) If Client atternpis any assignment contrary to the provision of Section 40.3 below, or
(d) in the event-of Client's insolvency, inability to pay debts as they become due, voluntery bankruptcy, or
involuntary bankraptey,.or
(a) lf supstanitally all of the assets of the Client are sold and/or if there is a change in ownership of the Client, other
than a sale of stock ona national stock exchange
6.3. Survival
The provisions, of Sections 2,4.and 3 shall survive the termination of this Agreernent or licenses granted herein.
Upon termination of this Agreement for any reason, all licenses granted by IDC under this Agreement will
terminate.
64 Return of Materials
Upon any termination fer any reason of any licenses granted hereunder, the entity holding the terminated license
shall return ail. copies of the Licensed Programs, Modifications and Documentation in its possession or control to
IDC, or at iD option, destroy all such copies and certify in writing to IDC that all such copies have been
destroyed. All-copies residing in any computer memory or storage device shail be erased.
Tr. CONFIDENTIALITY.
7.4 General
Client acknowledges that the Licensed Programs and Docurnéntation are confidential and: of substantial value to
iDG, which value would be impaired if-such. information were wrongly disclosed’ to third parties “IDC Confidential
information”. Client agrees that it will not disclose to any third party any IDC Confidential Information ‘except as
authorized under this Agreement or as otherwise required by law, and will take every reasonable. precaution to
protect. the confidentiality of such. information. with its employees and others, to ensure the protection,
confidentiality and security of, and to satisfy its obligations under this Agreement with respect to the use,
confidentiality and copying of the License Programs. Client shall be relieved of this. obligation. of confidentiality to
the extent that such information is required to be disclosed pursuant to the order of-a court of other. governmental
