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third parties unless authorized to do so. The parties each agree to treat this Agreement, including all exhibits hereto, as
<br /> Confidential Information of each party.
<br /> 5.2 Nondisclosure. It is agreed that, after receipt of Confidential Information of the other party, Recipient shall: (i)
<br /> restrict the dissemination of such Confidential Information to those employees who need to use the Confidential Information
<br /> in the performance of this Agreement, and (ii) to use no less than a reasonable standard of care in safeguarding against
<br /> unauthorized disclosure of such Confidential Information. Recipient agrees to have an appropriate nondisclosure agreement
<br /> signed by each of its employees, agents and contractors who may be exposed to Discloser's Confidential Information.
<br /> 5.3 Exceptions From Confidential Information. Confidential Information shall not include information that: (i) is or
<br /> becomes part of the public domain without violation of this Agreement by Recipient, (ii) is already in Recipients possession
<br /> free of any restriction on use or disclosure, (iii) becomes available to Recipient from a third party provided that such party was
<br /> free from restriction on disclosure of the information or (iv) has been independently developed by Recipient.
<br /> 5.4 Required Disclosures. If Recipient is required by legal proceeding discovery request, "open records" or equivalent
<br /> request, investigative demand, subpoena, court or government order to disclose Confidential Information, Recipient may
<br /> disclose such Confidential Information provided that: (i) the disclosure is limited to the extent and purpose legally required; and
<br /> (ii) prior to any disclosure, Recipient shall immediately notify Discloser in writing of the existence, terms and conditions of the
<br /> required disclosure and, at Discloser's request and expense, cooperate in obtaining a protective order or other reliable
<br /> assurance that confidential treatment will be accorded the Confidential Information.
<br /> 6 INDEMNITY
<br /> Each party agrees, to the extent allowed by law, to defend, indemnify and hold the other party and its officers, directors,
<br /> shareholders, employees and third party suppliers (collectively, the "Indemnified Parties harmless from and against all
<br /> losses, damages and expenses, including reasonable attorneys' fees, in connection with any claims against the Indemnified
<br /> Parties arising out of or related to the negligence or willful misconduct of the other party's employees or agents. Further,
<br /> Agency shall indemnify and hold harmless AMS and its officers, directors, shareholders, employees and third party suppliers
<br /> against the acts of any Client assigned to wear a Equipment, including claims for personal, injury property damage or death.
<br /> An indemnifying party shall have the foregoing obligation only if the other party provides: (i) a prompt written request for
<br /> indemnification and defense in such claim or action; (ii) sole control of the defense and settlement thereof; and (iii) all
<br /> available information, assistance and authority reasonably necessary to settle and defend any such claim or action.
<br /> 7 TERM AND TERMINATION
<br /> 7.1 Term. The term of this Agreement shall commence from the Effective Date and shall continue for the period
<br /> specified on page one (the "Initial Term unless earlier terminated in accordance with the provisions of this Agreement. After
<br /> the Initial Term, this Agreement may be renewed upon execution by the parties of an amendment to this Agreement
<br /> "Renewal Term (the Initial Term together with any Renewal Term, referred to as the "Term
<br /> 7.2 Termination by Consent. This Agreement may be terminated at any time upon mutual consent of the parties,
<br /> which termination will be evidenced by a written agreement providing for such termination.
<br /> 7.3 Termination for Breach. Either party may terminate this Agreement (i) if a voluntary or involuntary petition in
<br /> bankruptcy, receivership, assignment for the benefit of creditors or other similar insolvency action is filed or levied against the
<br /> other party and not discharged within sixty (60) days after the filing or levied thereof; (ii) by written notice by the non
<br /> breaching party, if the other party fails to cure any nonpayment of money owed to the other party under this Agreement within
<br /> thirty (30) days of such notice; (iii) by written notice by the non breaching party, if the other party fails to cure any material
<br /> breach of this Agreement (other than non payments described in clause (ii) above) within sixty (60) days of such notice (it is
<br /> understood, however, that a violation of law, breach of confidentiality or misuse of access grants that cannot be cured shall
<br /> be grounds for immediate termination); or (iv) immediately, by written notice by the non breaching party, upon the second
<br /> commission of a previously remedied material breach under clause (iii) above.
<br /> 7.4 Termination for Non Appropriation of Funds. In the event that Agency is unable to continue to make payments
<br /> required hereunder due to a failure of the responsible governmental entity to make available funding to the level and in the
<br /> amount required to remain in compliance with Agency's financial obligations hereunder, then upon the occurrence of such a
<br /> non appropriation event and on the date that the requisite funding ceases to be available to the Agency, Agency may
<br /> terminate this Agreement, without further financial obligation or liability to AMS other than to pay for Products and Services
<br /> previously delivered to Agency or performed for Agency.
<br /> 7.5 Survival. This Section, any indemnity obligations of either party, and Sections 3.3, 3.4, 5, 8, 9, 10.1 and 10.2 shall
<br /> survive termination of this Agreement.
<br /> Alcohol Monitoring Systems, Inc. 4 Confidential
<br /> Agency Products and Services Agreement Rev. 06/13
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