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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />30/36
<br />terms and conditions applicable to the Recipient under this Section 6. The Recipient shall be responsible and liable for any breach by
<br />its Representatives of the obligations of the Recipient set forth in this Section 6. The Recipient shall be allowed to disclose
<br />Confidential Information of the Discloser to the extent that such disclosure is: (i) approved in writing by the Discloser; (ii) necessary
<br />for the Recipient to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by Applicable Law
<br />or by the order of a court or similar judicial or administrative body, provided that, to the extent it is legally permitted to do so, the
<br />Recipient notifies the Discloser of such required disclosure promptly and in writing and cooperates with the Discloser at the
<br />Discloser’s reasonable request and expense in any lawful action to contest or limit the scope of such required disclosure. This
<br />Section 6 supersedes any and all prior or contemporaneous understandings and agreements, whether written or oral, between the
<br />Parties with respect to Confidential Information and is a complete and exclusive statement thereof. Additionally, the obligations set
<br />forth in Section 4.4 and not this Section 6 herein apply to Customer Data.
<br />6.5.Equitable Relief. The Parties agree that a breach of Section 6 may result in irreparable and continuing damage for which there
<br />will be no adequate remedy at law, and each Party will be entitled to seek temporary or permanent injunction or other equitable
<br />relief restraining such breach or threatened breach from any court of competent jurisdiction without the need for posting bond
<br />and/or a decree for specific performance, and such other relief as may be proper. Notwithstanding anything to the contrary in this
<br />Agreement, either Party may seek injunctive relief against the other Party from any other judicial or administrative authority
<br />pending the resolution of such controversy or claim.
<br />6.6.Obligations Related to Confidential Information Upon Termination. The Recipient’s obligations in respect of Confidential
<br />Information will survive the termination of the Agreement, any discussions, or any business relationship between the Parties: (i) for
<br />information that is not considered a trade secret under applicable law, a period of three (3) years from the date of such expiration
<br />or termination, even after the return or destruction of Confidential Information by the Recipient, or (ii) for information that is
<br />considered a trade secret under applicable law, until, if ever, such Confidential Information loses its trade secret protection other
<br />than due to an act or omission of Recipient or its Authorized Representatives. On Discloser's written request, Recipient shall, at
<br />Discloser’s discretion, promptly return to Discloser or destroy all Confidential Information in its and its Representatives' possession
<br />other than Notes, and destroy all Notes, and, at Discloser's written request, certify in writing the destruction of such Confidential
<br />Information; provided, however, that Recipient may retain copies of Confidential Information that are (i) required to be retained in
<br />accordance with Applicable Law, or (ii) created pursuant to its standard electronic backup and archival procedures and stored until
<br />its deletion in compliance with such procedures. Recipient shall continue to be bound by the terms and conditions of this Agreement
<br />with respect to any retained Confidential Information.
<br />6.7.Advertising and Publicity. Neither Party shall make or permit any public announcement concerning the existence, subject matter,
<br />or terms of this Agreement or the relationship between the Parties without the prior written consent of the other Party, except as
<br />expressly permitted in this section. Customer grants Terryberry and its Affiliates, during the term of this Agreement, the right to use
<br />Customer Marks in Terryberry’s public promotional materials and communications solely for the purpose of identifying Customer as
<br />a Terryberry customer. Terryberry shall not modify the Customer Marks or display them larger or more prominently in its
<br />promotional materials than the names, logos, or symbols of other Terryberry customers. Such promotional materials and
<br />communications may be created, displayed, and reproduced without Customer’s review, provided they comply with this section and
<br />any Customer Marks usage guidelines that Customer provides to Terryberry in writing.
<br />7.Intellectual Property.
<br /> 7.1.Intellectual Property. Except for the rights expressly granted in this Agreement, all rights, title, and interest in and to the SaaS
<br />Products and Terryberry Intellectual Property are reserved by Terryberry, its Affiliates, or licensors. Customer agrees not to take any
<br />action that interferes with intellectual proprietary rights of Terryberry. Except as provided herein, all rights, title, and interest in and
<br />to Customer Intellectual Property are reserved by Customer, its Affiliates, or licensors. Nothing in this Agreement shall transfer
<br />ownership of any Intellectual Property rights from one Party to the other.
<br />7.2.Customer Data and Marks. Customer owns all right, title, and interest in all Customer Data and Customer Marks. Nothing in this
<br />Agreement shall be construed to grant Terryberry any rights in Customer Data or Customer Marks other than those expressly set
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 30 of 36)
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