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During the period this Agreement is in effect, and at all times after its termination, the Customer and its employees, contractors and agents shall maintain the confidentiality of the Confidential Information and shall not sell, license, sub-license, publish, display, distribute, disclose or otherwise make the Confidential Information available to any third party nor use such Confidential Information except as authorized by this Agreement.

The Customer shall not disclose any such Confidential Information concerning the . Either party shall have the right to terminate this Agreement and the License granted herein in the event: (i) the other party fails to comply with any of the terms and conditions of this Agreement and such default has not been cured within thirty (30) days after written notice to the other party; (ii) the other party (A) terminates or suspends its business, (B) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, © becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (D) has closed or liquidated, voluntarily or otherwise, and such action or proceeding (as listed in (A) – (D)) has not been reversed or dismissed within sixty (60) days; or (iii) upon 60 day written notice by either party without cause C.

No more than the authorized number of concurrent users (as specified in Exhibit A) shall use the Software as are made in the ordinary course of the Customer’s regular back-up procedures (provided that any such copies shall include RED’s copyright and any other proprietary notices).

The Customer shall not copy the Documentation except in furtherance of the License granted herein. The Customer shall pay all applicable customs, duties, sales, use, value-added or other taxes (other than net income taxes), federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, if applicable.

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