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<br />Enterprise Management System Customer Agreement <br /> <br />Page 5 <br /> <br />(c) Is required to be disclosed pursuant to a duly authorized subpoena, court order, or <br />government authority, or under the Freedom of Information Act, whereupon the non- <br />disclosing party shall provide prompt written notice to the disclosing party prior to such <br />disclosure, so that the disclosing party may seek a protective order or other remedy. <br /> <br />(2) In the event a protective order is inappropriate or another remedy is not obtained, the non- <br />disclosing party agrees to disclose only that portion of the Confidential Information which Is <br />required. Confidential information provided by OPT to the Customer shall specifically include, but <br />not be limited to, all application technology, software and all related manuals, documentation, <br />memoranda, report formats proposals and contracts and any other information provided by OPT in <br />any form. Notwithstanding any other provision of this Agreement, each party hereto agrees to <br />indemnify the other party for all costs and damages of any kind whatsoever, including, without <br />limitation, lawyers' fees and expenses, incurred by such other party as a result of any breach of <br />confidentiality by the indemnifying party of its obligations under this Section 7. <br /> <br />(3) OPT warrants that all Information stored regarding the operation of the Customer's EMS Units will <br />be fully protected and will at no time be accessible to any party other than those listed in Appendix <br />E and appropriate staff of OPT. <br /> <br />8. SOFTWARE LICENSES, TITLE AND DOCUMENTATION <br /> <br />(1) The application technology, software and related documentation used or developed by OPT, <br />including any software or documentation developed by or on behalf of OPT at the request or <br />suggestion of the Customer and any software and documentation provided to the Customer by <br />OPT, and all copies thereof (collectively the "EMS Software"), excepting the Software Products <br />(defined below), are proprietary to OPT and title thereto remains in OPT. All applicable rights to <br />patents, copyrights, know-how, trademarks and trade secrets for all such EMS Software are and <br />shall remain in OPT. <br /> <br />I <br />l <br /> <br /> <br />I <br /> <br />(2) The Customer hereby acknowledges that certain licensed software products and documentation <br />therefore ("Software Products") have been or may, in the future, be licensed for use by the <br />Customer or OPT from certain third parties (each a "Licensor" and collectively, the "Licensors") <br />under the terms of license agreements of various dates (each a "License Agreement" and <br />collectively, the "License Agreements"). The Customer acknowledges that the License Agreements <br />contain and constitute valuable trade secrets and confidential information belonging to the <br />Licensors and that all applicable rights In the patents, copyrights, trademarks and trade secrets in <br />such software products are, and will remain the Licensors. The Customer's use of any such <br />Software Products hereunder are subject to the terms and conditions of the applicable License <br />Agreement for such Software Products, and OPT makes no additional representations or <br />warranties regarding such Software Products. <br /> <br />(3) Without limiting the generality of Section 7 hereof, the Customer hereby agrees: <br /> <br />(a) to use its best efforts to keep confidential EMS Software and any Software Products licensed <br />under the License Agreements, and to abide by and comply with the nondisclosure and <br />