5.4. ERMUSR 11-15-2016 (2) - Laserfiche WebLink

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5.3. Termination for Cause. Other than Customer's nonpayment which shall constitute a breach of this Agreement if full payment is not received within five (5)days of written notice, either Party may terminate this Agreement by providing the other Party with written notice if the other Party(i)becomes insolvent, executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings; (ii)breaches its obligations related to the other Party's confidential information; or(iii) commits a material breach of this Agreement that remains uncured for thirty(30)days following delivery of written notice of such breach(including,but not necessarily limited to, a statement of the facts relating to the breach or default,the provisions of this Agreement that are in breach or default and the action required to cure the breach or default). 5.4. Surviving Provisions. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration and continue in full force and effect for the period so contemplated. 6. Confidentiality. 6.1. Definitions. (A)"Confidential Information"means(1)this Agreement and the discussions, negotiations and proposals related to this Agreement and(2) information, whether provided directly or indirectly from the other Party in writing, orally, by electronic or other data transmission or in any other form or media or obtained through on-site visits at Itron or Customer facilities and whether furnished or made available before or after the date of this Agreement, that is confidential, proprietary or otherwise not generally available to the public. Confidential Information does not include information that is: (a) rightfully known to the receiving Party before negotiations leading up to this Agreement; (b) independently developed by the receiving Party without relying on the disclosing Party's Confidential Information; (c)part of the public domain or is lawfully obtained by the receiving Party from a third party not under an obligation of confidentiality; or(d) free of confidentiality restrictions by agreement of the disclosing party. (B)"Receiving Party"means the Party receiving Confidential Information of the other. (C) "Disclosing Party" means the Party disclosing Confidential Information to the other Party. 6.2. Obligations. The Receiving Party will keep Confidential Information of the Disclosing Party strictly confidential and will not disclose it to any third party during the term of this Agreement and for a period of three(3)years after termination or expiration of this Agreement. 6.3. Permitted Disclosure. The Receiving Party may disclose Confidential Information to its affiliates, agents, contractors, and legal representatives, but only if they have a need to know and an obligation to protect the Disclosing Party's Confidential Information that is at least as restrictive as the confidentiality provisions of this Agreement. Itron recognizes that Customer is subject to Minnesota public records laws under which Customer is required to disclose all records characterized as public under state law, unless an exemption applies. For that reason,Customer agrees that if a record regarding Itron Confidential Information is requested under public records laws, Customer will provide Itron with prompt written notice of such request prior to producing any records so that Itron has an opportunity to seek court protection of the requested records. Customer also agrees to reasonably cooperate with Itron to mitigate the disclosure of such Confidential Information to the extent requested by Itron and allowed by applicable public records laws. 6.4. Return of Confidential Information. The Receiving Party will destroy or return the Disclosing Party's Confidential Information within fourteen(14)days after receipt of the Disclosing Party's written request. With the exception of Customer Data(as defined in Section 7),the Receiving Party may retain a copy of Confidential Information as part of archival records(including backup systems)the Receiving Party keeps in the ordinary course of business,or if required by law or regulation;provided however, that any Confidential Information so retained will continue to be Confidential Information pursuant to the 19 0