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<br /> CONCENTRIC
<br /> INTEGRATION
<br /> Payment Laws"),the iwovasions ef the Prompt Payment 1-aws shall contrel. Gensukant shall have all remedies that may be
<br /> available at law, On equib,, or otherwise with respeet to Guistemer's payment obligations hereunder and pursuaRt to the
<br /> Illinois Prompt Payment 1
<br /> 8. Intellectual Property Rights.The following provisions shall govern all Intellectual Property Rights which may arise in the
<br /> course of performing this Agreement.
<br /> 8.1 Consultant Materials. All right, title, and interest in and to (a) the Consultant Materials and (b) all works,
<br /> inventions and other subject matter incorporating, based on or derived from any Consultant Materials, including all
<br /> customizations, enhancements, improvements and other modifications thereof (collectively, "Derivatives"), in each case
<br /> (subclause (a) and subclause (b)) by whomsoever made and including all Intellectual Property Rights therein, are and will
<br /> remain, as appropriate, with Consultant. Customer has no right or license with respect to any Consultant Materials or
<br /> Derivatives except as expressly licensed under Section 9.1, in each case subject to Section 9.2. Consultant expressly
<br /> reserves all other rights in and to the Consultant Materials and Derivatives. If Customer permits any third party to access or
<br /> modify the Consultant Materials, Customer must do so pursuant to a written agreement that: (i) prohibits such third party
<br /> from using, disclosing or distributing the Consultant Materials for any purpose other than as reasonably necessary to
<br /> facilitate Customer's internal use of the Deliverables provided hereunder; and (ii) prohibits such third party from removing,
<br /> obscuring or altering any legal notices or copyright management information included in or upon the Consultant Materials;
<br /> and (iii)states that such third party shall not disassemble, decompile or"unlock", decode or otherwise reverse translate or
<br /> engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Consultant
<br /> Materials. Customer acknowledges that permitting a third party to modify the Consultant Materials shall void the warranty
<br /> set forth in Section 12 below.
<br /> 8.2 Customer Materials.As between the parties, Customer is and will remain the sole and exclusive owner of all
<br /> right, title, and interest in and to the Customer Materials, including all Intellectual Property Rights therein, subject only to
<br /> the license granted under Section 9.3. Customer expressly reserve all other rights in and to the Customer Materials.
<br /> 8.3 Third-Party Materials.All right, title, and interest in and to the Third-Party Materials, including all Intellectual
<br /> Property Rights therein, are and will remain with their respective third-party rights holders subject to the terms and
<br /> conditions of the applicable third-party license agreements.Customer has no right or license with respect to any Third-Party
<br /> Materials except as expressly licensed under such third-party license agreements.
<br /> (a) Reseller Products. In some cases, Consultant or its affiliated entities will act as a reseller of Third-Party
<br /> Materials,which are referred to as "Reseller Products"for convenience.Customer acknowledges that Consultant may
<br /> receive compensation in the form of a commission or profit share in connection with Reseller Products. All Reseller
<br /> Products are warranted solely by the original manufacturer's warranty. Customer will be deemed to contract directly
<br /> with the licensor or seller of any Reseller Products,and will be directly responsible for complying with any license, end
<br /> user license agreement, or other terms and conditions associated with Reseller Products.
<br /> (b) Licensed Embedded Products. "Licensed Embedded Products" means any software component that is
<br /> provided by Consultant from a licensed development platform utilized by Consultant.Regarding all Licensed Embedded
<br /> Products, Customer will be deemed an authorized end user, and Consultant grants Customer a royalty-free,fully paid-
<br /> up, non-exclusive right and license to use and execute the Licensed Embedded Products as part of the Consultant
<br /> Materials and Deliverables provided hereunder or in the future. With respect to all Licensed Embedded Products,
<br /> Customer agrees: (i) Customer is prohibited from distribution of the Licensed Embedded Products; (ii) all Licensed
<br /> Embedded Products are warranted solely by the original manufacturer's warranty; (iii) any and all liability of Licensed
<br /> Embedded Product licensors and suppliers shall be limited to the maximum extent permitted by applicable law; and
<br /> (iv) Customer may not attempt to disassemble, decompile or "unlock", decode or otherwise reverse translate or
<br /> engineer,or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Licensed
<br /> Embedded Products. Customer agrees to review and comply with any other terms and conditions associated with
<br /> Licensed Embedded Products which are posted from time to time in the "3rd Party Terms" document at
<br /> www.goconcentric.com/standard-terms.
<br /> (c) Open Source Products. "Open Source Products" means any software component that is subject to any open-
<br /> source copyright license agreement,including any GNU General Public License or GNU Library or Lesser Public License,
<br /> Concentric Integration,LLC I Standard Terms and Conditions v10.1
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