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6.F. - Page 125 of 180 sections of this Agreement, or if in Oracle's reason ablejudgment, the Services or any component thereof area bout to suffer a significant threat to security or functionality. Oracle will provide advance notice to You of any such suspension in Oracle's reasonable discretion based on the nature of the circumstances giving riseto the suspension. Oraclewil I use reasonable efforts to re-establ ish the affected Services promptly after Oracledetermines, in its reasonable discretion, thatthe situation giving rise to the suspension has been cured; however, during anysuspension period, Oraclewil I make available to You Your Content and Your Applications as existingin the Services Environment on the date of suspension. Oraclemay terminate the Services under an order if any of the foregoing causes of suspension is not cured within 30 days after Oracle's initial notice thereof. Any suspension ortermination by Oracleunder this paragraph shall not excuse You from Your obligation to make payment(s) under this Agreement. 8.4 If either of us breaches a material termof this Agreement and fails to correctthe breach within 30 days of written specification of the breach,then the breachi ng party is in defaultandthenon-breachingparty may terminate the order under which the breach occurred. If CherryRoad terminates the order as specified in the preceding sentence, You must pay withi n 30 days al I amounts that have accrued priorto such termination, as well as all sums remaining unpaid forthe Services under such order plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its solediscretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Services ordered. 8.5 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature areintended to survive. 9. NONDISCLOSURE 9.1 By virtue of this Agreement, both parties, and Oracle, may have access to information that is confidential to one another ("Confidential Information"). Both parties, and Oracleagree to discloseonly information that is required for the performance of obligations underthis Agreement. Confidential information shall belimited to the terms and pricing under this Agreement, Your Content and Your Applications residing in theServices Environment, and all information clearly identified as confidential at the time of disclosure. 9.2 A party's Confidential Information shall not i ncl ude information that: (a) is or becomes a part of the public domain through no actor omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other partyeither directly or indirectlyfromthe disclosing party; (c) is lawfully disclosed to the other party by third party without restriction on the disclosure, or(d) is independently developed by the other party. 9.3 Subject to the requirements of the California Public Records Act (Govt Section 6250 et seq.) or other applicable law, both parties, and Oracle, agree not to disclose each other's Confidential I nformation to any third party other than as set forth in the following sentence for a period of three years from the date of the disclosing party's disclosureof the Confidential Information to the receiving party; however, Oraclewill hold Your Confidential Informationthat resides within theServices Environment in confidence for as long as such information resides in the Services Environment. Both parties, and Oracle, each may disclose Confidential Information onlytothose employees, agents or subcontractors whoarerequired to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Oracle will protect the confidentiality of Your Content or Your Applications residing in theServices Environment in accordancewith the Oracle security practices defined as partof the Service Specifications applicableto Your order. In addition,Your Personal Data will betreated in accordance with the terms of Section 10 below. Nothing shall preventany partyfrom disclosingtheterms or pricingunder this Agreement or orders placed under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Informationto a governmental entity as required by law. Should You receive a request under the California Public Records Act or other applicablelawfor Oracle's Confidential Information, You agree to give Oracleadequate prior notice of the request, and before releasing Oracle's Confidential Informationtoa third party, in order to aIlow Oraclesufficienttime to seek injunctiveor other relief againstsuch disclosure. 10. DATA PROTECTION 10.1 In performing the Services, Oracle will comply with the Oracle Services Privacy Policy, which is available at http://www.oracle.com/html/Services-privacy-policy.htmi and incorporated herein by reference. The Oracle Services Privacy EXHIBIT D CHERRYROAD/ORACLE CLOUD SERVICES AGREEMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 117 of 172 D-5 232