AND SHALL NOT PROVIDE SUCH
REPORT TO ANY THIRD PARTY, EXCEPT AS REQUIRED BY ANY LAWS OR REGULATIONS.
SECTION 7.2
CORRECTING DEFICIENCIES.
SHOULD AN AUDIT (INCLUDING ANY EXAMINATION BY ANY REGULATORY AUTHORITY) REVEAL
UNRESOLVED MATERIAL DEFICIENCIES WITHOUT A MANAGEMENT PLAN TO CORRECT THEM,
CLIENT MAY REQUIRE VENDOR TO PROMPTLY PROVIDE A MANAGEMENT PLAN TO CURE THE
DEFICIENCY AND TO PROVIDE DOCUMENTATION TO DEMONSTRATE SUCH CURE TO CLIENT'S
REASONABLE SATISFACTION.
VENDOR SHALL BEAR THE COSTS OF THE MANAGEMENT PLAN AND
OF ANY REQUIRED REMEDIAL ACTION.
SECTION 7.3
REIMBURSEMENT FOR
MODIFICATIONS.
CLIENT SHALL REIMBURSE VENDOR FOR ANY PRE-APPROVED, WRITTEN
AGREED UPON COSTS INCURRED BY VENDOR IN DEVELOPING CUSTOMIZED PROGRAMS OR
MODIFICATIONS TO PROGRAMS TO SATISFY THE REQUIREMENTS OF CLIENT OR CLIENT'S
INDEPENDENT AUDITORS, INCLUDING THE COST OF THE COMPUTER TIME TO RUN SAID
PROGRAMS.
IT IS FURTHER AGREED THAT SUCH CUSTOMIZED PROGRAMS OR MODIFICATIONS
BECOME THE PROPERTY OF CLIENT, BUT VENDOR SHALL HAVE THE RIGHT TO USE SAID
PROGRAMS OR MODIFICATIONS IN ITS OWN BUSINESS.
ARTICLE 8
CONFIDENTIALITY
SECTION 8.1
CONFIDENTIALITY OF DATA.
ALL
RECORDS TRANSMITTED TO VENDOR BY CLIENT SHALL REMAIN THE PROPERTY OF CLIENT.
VENDOR SHALL CONSIDER ALL INFORMATION TRANSMITTED TO IT BY CLIENT TO BE OF A
CONFIDENTIAL NATURE AND VENDOR SHALL USE ITS BEST EFFORTS TO KEEP SUCH
INFORMATION CONFIDENTIAL, INCLUDING THE USE OF REASONABLE CARE TO PREVENT
UNAUTHORIZED ACCESS TO INFORMATION TRANSMITTED BY CLIENT PURSUANT TO THIS
AGREEMENT.
5
ARTICLE 9
DECONVERSION AND TERMINATION PROCESS
SECTION 9.1
CONTINUED PERFORMANCE.
IF
EITHER PARTY TERMINATES THIS AGREEMENT OR ANY OF THE SERVICES, VENDOR SHALL
(I) CONTINUE TO PERFORM THE APPLICABLE SERVICES UNTIL CLIENT COMPLETES THE
TRANSFER OF THE TERMINATED SERVICES FROM VENDOR FOR UP TO 3 MONTHS AFTER THE
TERMINATION DATE; PROVIDED, HOWEVER, CLIENT HAS THE OPTION TO EXTEND THE 3 MONTH
PERIOD FOR AN ADDITIONAL PERIOD OF 3 MONTHS BY PROVIDING WRITTEN NOTICE TO
VENDOR; AND (II) COOPERATE WITH CLIENT IN ARRANGING FOR SAID TRANSFER OF
SERVICES.
ALL OBLIGATIONS AND RESTRICTIONS UNDER THIS AGREEMENT SHALL CONTINUE
UNTIL THE DECONVERSION SERVICES END OR AS OTHERWISE AGREED BY THE PARTIES.
SECTION 9.2
RETURN OF CLIENT FILES.
BEFORE
EXPIRATION OR TERMINATION OF THIS AGREEMENT, VENDOR SHALL RETURN CLIENT'S
INFORMATION AND OTHER PROPERTY, INCLUDING, BUT NOT LIMITED TO, DATA IN A MACHINE
READABLE FORMAT REQUESTED BY CLIENT AND FILES AS CLIENT MAY REQUEST ALONG WITH
SUCH INFORMATION AND ASSISTANCE AS IS REASONABLE AND CUSTOMARY TO ENABLE CLIENT
TO TRANSFER THE SERVICES.
ARTICLE 10
INDEMNIFICATION; DUTY OF CARE; LIMITATIONS OF LIABILITY; RESTRICTIVE COVENANTS
SECTION 10.1
VENDOR'S DUTY OF CARE.
VENDOR SHALL
EXERCISE REASONABLE CARE IN PERFORMING ITS DUTIES UNDER THIS AGREEMENT AND
VENDOR SHALL BE LIABLE FOR LOSS, DESTRUCTION OR DAMAGE OF MATERIALS SUPPLIED BY
CLIENT ONLY IF DUE TO THE NEGLIGENCE OF, OR BREACH BY, VENDOR, AND THEN ONLY TO
THE EXTENT OF RESTORING THE LOSS, DESTROYED OR DAMAGED MATERIALS; PROVIDED SUCH
RESTORATION CAN REASONABLY BE PERFORMED BY VENDOR AND CLIENT FURNISHES VENDOR
WITH ALL SOURCE DATA NECESSARY FOR SUCH RESTORATION.
SECTION 10.2
MUTUAL INDEMNIFICATION.
CLIENT AND
VENDOR SHALL RESPECTIVELY FULLY