Agmt24 Benevate Inc. (dba NeighborlySoftware)

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REV: 10-03-24 MI Recipient shall, and shall ensure that its employees and agents shall, keep the Confidential Information of the Discloser in strict confidence and use it only for the purpose of performing its duties under this Agreement. Recipient will not directly or indirectly disclose, publish, disseminate, make available or otherwise communicate in any way, to any third person not having a need to know in order to perform its duties under this Agreement, any Confidential Information of the Discloser, without the Discloser’s prior written consent. Recipient will have appropriate safeguards in place within its organization to restrict access to Confidential Information to only those individuals as needed in connection with the performance of this Agreement. Recipient will take care of Confidential Information using at least the same standard of care it would use with its own confidential information, but in no event shall Recipient use less than reasonable care in protecting such Confidential Information. b. Mandatory Disclosures. In the event that Recipient is required by the requirements of the California Public Records Act or a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of the Discloser, it shall, if legally permitted, provide the Discloser with prompt written notice (via e-mail that is acknowledged as received) to allow the Discloser an opportunity to appear and object prior to Recipient’s compliance with requested disclosure or in the case of the California Public Records Act, Recipient will apply such exceptions to disclosure as are available in the opinion of legal counsel for Recipient. The written notice shall provide Discloser with sufficient information describing the content of the information to be disclosed. If such objection is unsuccessful, then Recipient shall produce only such Confidential Information as is required by the court order or governmental action. c. Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. d. Company shall own and retain all rights, title and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with implementation of services or support, and (c) all intellectual property rights related to any of the foregoing. 5. PAYMENT OF FEES a. Payment Terms. Customer shall pay Company the fees listed in the Purchase Summary of the Order Form. An invoice for the fees will be sent to the Customer following the Effective Date. All invoices are due within thirty (30) days from the date of the invoice. b. Addition of Users. During the Initial Service Term, the Customer may add additional Users based on the pricing stated in the Fee Schedule on a pro rata basis. c. One-Time Fees. All one-time fees (including new programs) will be charged at the Company’s current rates at the time the service is requested. d. Additional Implementation Fees. Implementation costs are based on the mutually agreeable Schedule of Services set forth in Exhibit D. Customer agrees to allocate the time and personnel necessary to complete implementation during this period. Unless the Parties agree to an alternative schedule, in writing, implementations extending beyond the allocated time as a result of the failure of Customer to perform its obligations in connection with the implementation will be subject to a weekly charge of $1,000.00 per additional week. Company will give Customer written notice if Company believes that Customer’s failure to perform its obligations will result in a delay. ATTY/AGR.2024.180/Neighborly Software (Page 19 of 26)