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hereunder free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on any payments hereunder will be Customer’s sole responsibility, and Customer will, upon GovPilot’s request, provide GovPilot or its third-party billing agent with official receipts issued by the appropriate taxing authority, or such other evidence as GovPilot may reasonably request, to establish that such taxes have been paid. 4.4. Late Payments. If GovPilot does not receive fees by the due date, then at GovPilot’s discretion, (a) GovPilot may condition future purchases of products and services on payment terms shorter than those specified in Section 4.1; and (b) following written notice to Customer by email and notification within the GovPilot Software, GovPilot may suspend performance hereunder, which may include suspension of license(s) granted, until all outstanding fees are paid in full. 4.5. Cost of Living/Consumer Price Index Increase. The Parties agree that for any “Renewal” as defined in Section 10.2, a Cost of Living/Consumer Price Index (CPI) price increase shall apply. This price increase shall be five percent (5%), unless GovPilot provides written notice of a change to the Cost of Living/CPI Price Increase in a given year at least one hundred and twenty (120) days before the change would take effect, or agreed by the Parties in writing and in accordance with the terms of this Agreement. CONFIDENTIALITY RIGHTS AND OBLIGATIONS. 5.1. Ownership of Confidential Information. The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and shall remain the sole property of the disclosing Party or such third party. Customer Data is deemed Confidential Information of Customer. The GovPilot Software, GovPilot Hosting, and Documentation are deemed Confidential Information of GovPilot. 5.2. Mutual Confidentiality Obligations. Each Party agrees as follows: (i) to use the Confidential Information only to perform its obligations and exercise its rights set forth in this Agreement; (ii) that such Party will not reproduce the Confidential Information and will hold in confidence the Confidential Information using at least a reasonable level of effort to protect the Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (iv) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information of the other Party in its possession upon termination or expiration of this Agreement. Nothing in this Section 5 shall prevent Customer from disclosing Confidential Information to the extent required by the New York Freedom of Information Law, N.Y. Pub. Off. Law §§ 84-90. Any such disclosure shall not constitute a breach of this Agreement. 5.3. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (vii) in order to comply with the order of a court or other governmental body or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given notice to the other Party and made a reasonable effort to obtain a protective order; or (viii) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do. GovPilot Master Services Agreement — version 1.2 — Page 10