OF ITS OBLIGATIONS PURSUANT TO THIS
AGREEMENT.
FURTHERMORE, IF SUCH FAILURE REMAINS UNCORRECTED AFTER THE RECEPTION
BY LICENSEE OF A NOTICE WITH RESPECT TO SUCH FAILURE, LICENSOR MAY CHARGE
LICENSEE THE ADDITIONAL EXPENSES, AS PER CONSULTING FEES THEN IN EFFECT, CAUSED
BY ANY SUCH DELAY NOT REASONABLY CORRECTED BY LICENSEE.
1.6.
[*******************************************] INTELLECTUAL PROPERTY
RIGHTS
1.6.1.
ALL RIGHT, TITLE AND INTEREST IN AND TO ANY
[*****************************], INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS
THEREIN, ARE AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF LICENSEE, PROVIDED THAT,
NOTWITHSTANDING SUCH OWNERSHIP AND IN CONSIDERATION OF LICENSOR'S GRANT OF THE
LICENSES TO LICENSEE PURSUANT TO SUBSECTION 1.2.1
[******************************************* ********************], USE OF SUCH
[**************************************************] BY OR ON BEHALF OF LICENSEE
SHALL BE STRICTLY LIMITED TO THE PERMITTED USES AT ALL TIMES DURING THE TERM OR
ANY TIME THEREAFTER.
1.6.2.
FOR AVOIDANCE OF DOUBT, EXCEPT AS EXPRESSLY PERMITTED HEREUNDER FOR
THE PERMITTED USES, LICENSEE MAY NOT REPRODUCE
[***************************************]FOR SUBLICENSING, RESALE, OR
DISTRIBUTION, INCLUDING WITHOUT LIMITATION, DISTRIBUTING
[*****************************]AS STAND-ALONE SOFTWARE (WHETHER AS A SEPARATE
SOFTWARE PRODUCT OR APPLICATION OR BUNDLED / INTEGRATED WITH ANY OTHER SOFTWARE
PRODUCT OR APPLICATION) AT ALL TIMES DURING THE TERM OR ANY TIME THEREAFTER.
1.6.3.
SUBJECT TO THE FOREGOING SUBSECTIONS 1.6.1 AND 1.6.2, ALL RIGHT,
TITLE AND INTEREST IN AND TO THE HOSTED EMAIL SERVICE AND ANY OTHER OF
LICENSEE'S PROPRIETARY SYSTEMS AND SOFTWARE, INCLUDING ALL INTELLECTUAL PROPERTY
RIGHTS THEREIN, ARE AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF LICENSEE, WHETHER
OR NOT ASSOCIATED WITH LICENSEE'S HOSTED EMAIL SERVICE AND WHETHER OR NOT
PRE-EXISTING
10
OR OTHERWISE DEVELOPED BY LICENSEE IN CONNECTION WITH THIS AGREEMENT.
1.7.
CONFIDENTIALITY AND PROTECTION [OF SOURCE CODE]
1.7.1.
"CONFIDENTIAL INFORMATION" SHALL MEAN THE TERMS OF THIS AGREEMENT,
THE BINARY SOFTWARE, DOCUMENTATION [********************] LICENSED TO LICENSEE
HEREUNDER, AND ANY OTHER INFORMATION A PARTY DISCLOSES TO THE OTHER WHICH HAS
BEEN EITHER (I) CHARACTERIZED IN WRITING AS CONFIDENTIAL AT THE TIME OF ITS
DISCLOSURE OR (II) ORALLY CHARACTERIZED AS CONFIDENTIAL AT THE TIME OF
DISCLOSURE, EXCEPT FOR INFORMATION WHICH THE RECEIVING PARTY CAN DEMONSTRATE:
(A) IS PREVIOUSLY RIGHTFULLY KNOWN TO THE RECEIVING PARTY WITHOUT RESTRICTION ON
DISCLOSURE; (B) IS OR BECOMES, FROM NO ACT OR FAILURE TO ACT ON THE PART OF THE
RECEIVING PARTY, GENERALLY KNOWN IN THE RELEVANT INDUSTRY OR PUBLIC DOMAIN; (C)
IS DISCLOSED TO THE RECEIVING PARTY BY A THIRD PARTY AS A MATTER OF RIGHT AND
WITHOUT RESTRICTION ON DISCLOSURE; OR (D) IS INDEPENDENTLY DEVELOPED BY THE
RECEIVING PARTY WITHOUT ACCESS TO CONFIDENTIAL INFORMATION OF THE DISCLOSING
PARTY.
EACH RECEIVING PARTY SHALL AT ALL TIMES, BOTH DURING THE TERM HEREOF AND
FOR A PERIOD OF TEN (10) YEARS AFTER TERMINATION OF THIS AGREEMENT FOR ANY
REASON WHATSOEVER, KEEP IN CONFIDENCE ALL SUCH CONFIDENTIAL INFORMATION USING A
STANDARD OF CARE SUCH PARTY USES WITH ITS OWN INFORMATION OF THIS NATURE, BUT IN
NO EVENT LESS THAN REASONABLE CARE
[*************************************************************************].
THE RECEIVING PARTY SHALL NOT USE ANY CONFIDENTIAL INFORMATION OTHER THAN IN THE
COURSE OF ITS DUTIES OR AS PERMITTED HEREUNDER.
WITHOUT THE PRIOR WRITTEN
CONSENT OF THE