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5. Protection of Trade Secrets and Restrictions of Source Code Use. Licensee acknowledges that the
<br /> Source Code which may be delivered under this Agreement constitutes a confidential trade secret or Licensor. The
<br /> Program Product(s) and databases licensed under the License Agreement have been developed by Licensor at great
<br /> expense and effort. These Program Product(s) and databases contain trade secrets including, but not limited to,
<br /> technical information, design concepts, processes, procedures, formulae, and algorithms which are not protected
<br /> under copyright laws. These trade secrets would be very valuable to any one trying to develop competing programs
<br /> and databases and would save competitors substantial investments of time and money.
<br /> a. Licensee may use and possess the Source Code for the following purposes only: (1)to permit Licensee to
<br /> understand the operation of the Program Product(s)and databases; (2)to permit Licensee to support its own licensed
<br /> copies of the Program Product(s) and databases. Licensee agrees to use the Source Code only under carefully
<br /> controlled conditions and only for the above purposes.
<br /> b. Licensee agrees not to allow any one to have access to the Source Code who does not have a need to use
<br /> it for one of the rivo legitimate uses allowed under paragraph S.a. above. In addition, Licensee agrees to require each
<br /> person having access to the Source Code to sign a confidential nondisclosure agreement, and Licensee agrees to
<br /> mform all such persons that Licensor's Source Code materials are confidential trade secrets of Licensor licensed to
<br /> Licensee assuch.
<br /> c. Neither Licensee, Licensee's employees, contractors, or agents shall under any circumstances copy,
<br /> duplicate, or otherwise reproduce the Source Code in any manner other than to read the machine-readable Source
<br /> Code into computer memory for the purposes of testing or supporting the Program Product(s)and databases licensed
<br /> in the License Agreement between Licensar and Licensee. In addition, Licensee is granted the right to make one (1)
<br /> archival or backup copy of the machine-readable Source Code, which shall be marked as an archival copy, kept
<br /> under lock and key and never permitted off Licensee's business premise. Licensee may not use or copy either the
<br /> printed listing or the machine-readable Source Code for any purpose other than those expressly described in this
<br /> Agreement.
<br /> d. Licensee agrees that he will under no circumstances distribute, disseminate, or use far his own purpose
<br /> any information contained in or disclosed by the Source Code, including, but not limited to, any technical
<br /> information, design concepts, processes, procedures, formula, or algorithms contrary to the expressed provisions of
<br /> the Licensee Agreement between Licensor and Licensee without expressed written permission of Licensor. Licensee
<br /> understands that the release of the Source Code does not give Licensee any right to make copies of the Source Code
<br /> except as specifically provided, ar to sell, lease,rent, sublicense, distribute, or in any other manner make the Source
<br /> Code available to any third parties.
<br /> e. For a period of twenty(20)years from the date Licensee receives the Source Code under this Agreement,
<br /> its termination or expiration notwithstanding, Licensee shall retain in strict confidence any and all proprietary
<br /> information received in confidence from Licensor, including, but not limited to, all Source Code, all ideas disclosed
<br /> by the Source Code, all Source Code listing information relating to the Program Product(s) and any Source Code
<br /> documentation. In addition, proprietary information includes all other information provided by Licensor which is
<br /> marked as proprietary or confidential.
<br /> f. Proprietary information does not include information which is publicly known through no fault of
<br /> Licensee's employees, contractors, ar agent, nor does it include information which is lawfully received by Licensee
<br /> from a third party not bound in a confidential relationship to Licensor, nor information disclosed by Licensor to a
<br /> third party without obligation of confidentiality.
<br /> g. Licensee's obligation, under this Agreement, to retain Licensor's proprietary information in confidence
<br /> shall be satisfied if Licensee protects the information using the greater of reasonable care or the same standard of care
<br /> and procedures which Licensee uses to protect its own proprietary trade secret information. Licensee agrees that he
<br /> will inform each person working with ar having access to such trade secret information that Licensee is prohibited
<br /> from transferring, subleasing, licensing, sublicensing, selling, assigning, distributing, or giving such confidential
<br />, trade secret information to any third party without the expressed prior written authority of Licensor.
<br /> 6. Compensation. Compensation for the services rendered by Escrow Agent pursuant to this Escrow
<br /> Agreement shall be paid by Licensar in accordance with a certain custodial agreement entered into by Licensor and
<br /> Escrow Agent,as amended or revised from time to time.
<br /> Fees associated with this are $200.00 escrow initiation fee, and an annual fee of$150.00 per year thereafter, or the
<br /> then current annual fee. These fees will be passed along to the Licensee.
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