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return the Licensed Program Materials to Active Network and Active Network shall refund the total amount the Purchaser paid Active Network; and, d) Active Network shall have no obligation with respect to any such claim based upon the Purchaser's modification of the Licensed Program Materials or their combination, operation or use with data or programs not furnished by Active Network or in other than the Specified Operating Environment. ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrants that it will: A. Not at any time sell, assign, or otherwise transfer Active Network's Software and/or Software Product(s), parts of the Software and/or Software Product(s), or updates, changes, improvements or enhancements to the Software and/or Software Product(s), or parts thereof, or provide to any third party any support described in this Agreement for the Software and/or Software Product(s); B. As may be permitted by applicable Public Record Laws, hold in confidence the design specifications and associated documentation of the Software and/or Software Product(s) and shall disclose the Software and/or Software Product(s) in confidence only to, and shall authorize the use of the Software and/or Software Product(s) in confidence only by, its regular employees. The Purchaser acknowledges that Active Network has expended substantial sums in creating its Software and Software Products, incurs substantial additional expense in maintaining them, and as a result, has and will continue to have substantial proprietary interest and valuable trade secrets in them. These representations and warranties of the Purchaser remain in full force and effect even if the Purchaser or Active Network elects to terminate this Agreement, per Article 6; and, C. As may be permitted by applicable Public Record Laws, protect from disclosure to any third party all data structures, data layouts, table and fields names, and other similar information which are delivered to Purchaser or are utilized by Active Network provided products. Purchaser agrees that these shall not be published, cormnunicated, transmitted, or revealed in any way to any third party without the written consent of Active Network. Article 6 - TERMINATION AND CANCELLATION TERMINATION AND CANCELLATION A. Purchaser shall have the right to terminate this Agreement for Default, in the event that any one or more of the following events of default occur or continue during the term of this Agreement: (1) Active Network shall fail to deliver the Software or services required by this Agreement, after having been notified in writing by Purchaser of its failure and having been given a 90 day cure and correction period for Active Network to achieve conformance. B. Active Network shall have the right to terminate this Agreement for Default, in the event that any one or more of the following events of default occur or continue during the term of this Agreement: (1) Purchaser shall fail to conform to the requirements of this Agreement, after having been notified in writing by Active Network of its failure and having been given a 90 day cure and correction period for Purchaser to achieve conformance; and (2) Purchaser' s failure to pay Active Network's invoices within 30 days of the date of Active Network's invoice.