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Enterprise Management System Customer Agreement Page 5 Customer or DPT from certain third parties (each a "Licensor" and collectively, the "Licensors ") under the terms of license agreements of various dates (each a "License Agreement" and collectively, the "License Agreements "). The Customer acknowledges that the License Agreements contain and constitute valuable trade secrets and confidential information belonging to the Licensors and that all applicable rights in the patents, copyrights, trademarks and trade secrets in such software products are, and will remain the Licensors. The Customer's use of any such Software Products hereunder are subject to the terms and conditions of the applicable License Agreement for such Software Products, and DPT makes no additional representations or warranties regarding such Software Products. (3) Without limiting the generality of Section 7 hereof, the Customer hereby agrees: (a) to use its best efforts to keep confidential EMS Software and any Software Products licensed under the License Agreements, and to abide by and comply with the nondisclosure and confidentiality provisions of this Section 8 both with respect to EMS Software and also with respect to Software Products covered by the License Agreements, (b) Not to use such licensed Software Products or EMS Software, except as contemplated by this Agreement. (4) The Customer and DPT are responsible for third party licenses as individually defined in Appendix C. Each party to this. Agreement shall cover the cost of acquiring the necessary licenses according to this Agreement. (5) Liabilities - Licenses. The party responsible for the licensed Software product according to Appendix C shall cover liabilities occurring because of breach of license terms. This includes consequential damage. 9. TERM AND TERMINATION (1) DPT may terminate this Agreement upon the occurrence of one or more of the following events: (a) If the Customer fails to perform obligations hereunder or materially breaches any terms or condition of this Agreement; (b) If the Customer becomes insolvent, enters into an assignment for the benefit of its creditors or commences bankruptcy proceedings, whether voluntary or involuntary; (c) If the representations and warranties made by the Customer in this Agreement are not true and correct in all material respects. (d) Upon 30 days written notice of cancellation to the Customer. (2) The Customer may terminate this Agreement upon the occurrence of one or more of the following events: