70.
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agency, provided that Client has given IDC prornpt advance notice hereof to enable IDC to seek a protective order.
or otherwise prevent such disclesire.
IDC covenant and agrees that ail Client information relating to Client's business including, but not limited to,
financial information, sales information, business plans and ail other proprietary or confi dential information
(collectively Client Confidential Information) shall be held in confidence, shall not be disclosed to any third party
arid shall be used only in connection with this Agreement. IDC shall use reasonable efforts.to protect the Client
Confidential Information
7.2 Security.
Client agrees that the Licensed Programs are confidential trade secrets of IDC and are licensed to Glient as such.
Client will protect the Licensed. Programs with at least the protection it gives to its own software and in ay event
with no less than reasonable. care Client shall be fully responsible for the conduct of all its employees,
contractors, agents and representatives that may in any way breach this Agreement.
7.3 Proprietary Notices
Client shall not remove any IDC trademark, copyright or other proprietary notices from any part of the Licensed
Programs, and shall reproduce such notices on any copies of such materials made by. Client.
7A Remedies
Each Party acknowledges that the breach of any of its obligations under this Section 7 is likely to cause or threaten.
irreparable harm to the other party, accordingly, each, party agrees that in such event, IDC shail. be entitled to
equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive relief.
EXPORT REGULATIONS
Without affecting the scope of the licenses granted herein, in the event Client transfers the Licensed Programs to
any location outside the United States, Client hereby agrees to comply with all applicable United States export
laws and regulations.
SOURCE CODE
During the term of this agreement IDC agrees upor request of client to deposit the source code for the Licensed
Programs in an escrow account with an escrow agent reasonably acceptable to Client pursuant to an escrow
agreement entered into among IDC, Client and such escrow agent, All expenses, related to an escrow account
including attorney fees related to a review on behalf of IDC of any agreements will be the sole responsibility of the
Client.
MISCELLANEOUS
410.1 Governing Law
The tights and obligations of the parties under this Agreement will be governed by and construed under the laws of the
State of New Hampshire. Any action at law or in equity alleging any breach of this agreement or relating to the
work performed or to be performed hereunder or relating in any way thereto shall be brought in the New
Hampshiré Superior Court for the Southern District of Hillsborough County or in the New Hampshire of Circuit
Court situate in Nashua, New Hampshire and not elsewhere.
10.2 Entire Agreement - Enforcement of Rights
(a) Client acknowledges that it has read this Agreement, understands it and agrees to be baund by its terms and
conditions
