AG 2007 12 17 - Laserfiche WebLink

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obtain such right, then BI-Tek shall have the option, at its expense, to (i) modify the infringing Application as needed to make it non-infringing, or (ii) terminate the license and, as liquidated damages, refund all fees paid hereunder by Licensee for the Applications andpay all costs reasonably and actually incurred by Licensee to acquire a comparable alternate software: application. 4. Representations by Licensee. The Licensee represents that: (a) Licensee is a dulyorganized,.validly existing and in good standing , under the laws of the State of North Carolina, -with full requisite power to carry on its business as now being conducted and to own and operate the properties and assets now owned by it. (b) The execution and delivery of this Agreement and the consummation of the transactions provided for have been duly approved and authorized. This Agreement has been duly executed by Licensee and is enforceable in accordance with its terms. Licensee has full requisite power, authority and legal right to enter into this Agreement and consummate the transactions provided for herein. 5: Term. This Agreement shall remain and continue in full force and effect until terminated~as provided in the Master Agreement, however: (a) If the Licensee is in default in performing any of the other terms of this Agreement,or the Master Agreement and such default continues for a period of fifteen (15) days after written notice is given to the Licensee or if the Licensee is adjudicated bankrupt or insolvent, or enters into a composition with its creditors, or if a receiver is appointed for any substantial portion of Licensee's assets, then BI-Tek shall have the right to terminate this Agreemenfupon giving notice to the. Licensee at least ten (10) days prior to the effective date of termination, and thereupon the Agreement and the rights and licenses granted hereunder to the Licensee shall become void without prejudice to any remedy of BI-Tek for the recovery of any moneys due it under this Agreement. (b) Upon termination hereof, the Licensee shall duly account to BI- Tek and transferto it all rightswhich Licensee may have to any of the Applications, their source codes, and all related documents, software or other materials, and shall no longer use any of the Applications. 6. Confidentiality. Licensee will not disclose any of BI-Tek's Confidential Information (as defined below) except (i) to those employees of Licensee and other individuals who are authorized by BI-Tek to receive such information and who will be informed of the confidential nature of the information, agree to be bound by this Agreement and agree not to disclose such Confidential Information to any other individual; or (ii) if Licensee is legally compelled (by virtue of any process, including but not limited to deposition, interrogatory, request for production of documents, subpoena, civil investigative demand or similar process) to produce such Confidential Information. "Confidential Information" shall refer to trade secrets and confidential information of any kind belonging to BI-Tek whether or not it meets the statutory definition of trade secret; the use of the term shall also include business information, Glofy