Agmt19 CherryRoad Technologies, Inc.

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sections of this Agreement, or if in Oracle's reasonable judgment, the Services or any component thereof are about tosuffer a significant threat to security or functionality. Oraclewill provideadvance notice to You of any such suspension in Oracles reasonablediscretionbased onthe nature of the circumstances giving risetothe suspension. Oraclewillusereasonableefforts to re-establ is h the affected Services promptly after Oracledetermines, in its reasonable discretion,thatthe situation giving rise to the suspension has been cured; however, during anysuspension period, Oraclewill make available to You Your Content and Your Applications as existing in the Services Environment on the dateof suspension. Oracle may 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 or termination by Oracle under 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 term of this Agreement and fai Is to correct the breach within 30 days of written specification of the breach,then the breaching party is I n defaultand thenon-breaching party mayterminate the order under which the breach occurred. If CherryRoad terminates the order as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued priorto such termination, as well as al I sums remaining unpa idforthe Services under such order plus related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole discretion toextend 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 theirnature 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 Oracle, agree to discloseonlyinformation that is required for the performance of obligations under this Agreement. Confidential information shall be limited to the terms and pricing under this Agreement, Your Content and Your Applications residing in the Services Environment, and all information clearly identified as confidential at the time of disclosure. 9.2 A party's Confidential Information shall not include i nformation that: (a) is or becomes a part of the public domain through no act or 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 directlyor indirectlyfromthe disclosing party; (c) is lawfully disclosed to the other party bya 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 discloseeach other's Confidential Information to any third party other than as setforth in the followingsentence for a periodof three years from the date of the disclosing party's disclosureofthe Confidential Information to the receiving party; however, Oraclewill hold Your Confidential Informationthat resides within the Services 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 itagainstunauthorized disclosure in a manner no less protectivethan required under this Agreement. Oracle will protectthe confidentiality of Your Content or Your Applications residing in the Services Environment in accordance with the Oracle security practices defined as partof the Service5pecifications applicableto Your order. In addition,Your Personal Data will betreated in accordancewiththe terms of Section 10 below. Nothing shall preventany partyfrom disclosingtheterms orpricingunder 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 request under the California Public Records Act or other applicable lawfor Oracle's Confidential Information, You agree to give Oracleadequate prior notice of the request, and before releasing Oracle's Confidential Information to a third party, in order to allow Oraclesufficient time to seek injunctiveor other relief againstsuchdisclosure. 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.html 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