Season. In
addition, either party may elect to discontinue the Program during a Tax Season
if the termination is due to an event with respect to the other party described
in the last sentence of Section 5.2 occurs.
5.4
TERMINATION BY JHTSL. JHTSL MAY TERMINATE
THIS AGREEMENT IMMEDIATELY AFTER A GOOD FAITH DISCUSSION AS TO ALTERNATIVES IF
REPUBLIC'S PROCESSING SYSTEMS ARE NOT AVAILABLE FOR ANY REASON (INCLUDING ANY
FORCE MAJEURE EVENT, AS DEFINED IN SECTION 9.2) FOR TWO (2) CONSECUTIVE DAYS OR
MORE DURING ANY TAX SEASON, OR FOR 30 CONSECUTIVE DAYS OR MORE DURING ANY OTHER
TIME.
6.
OWNERSHIP OF LOANS.
The parties agree that Republic will be the sole owner of the Financial Products
made under the Program. In addition, Republic shall have the authority to
transfer or assign such Financial Products at any time, provided that Republic
shall continue to be liable for any violation of law of such transferee or
assignee. Without limiting the foregoing, (i) any such transfer or assignment
(a) shall comply with all Applicable Laws, rules and regulations, and (b) shall
not cause Republic to breach any of its representations or obligations
hereunder, and (ii) the transferee or assignee shall (a) represent, warrant and
covenant to comply with all Applicable Laws, rules and regulations in the
servicing and collection of such loans, (b) agree to provide customer service at
a level at least as high as that offered by Republic and (c) demonstrate to
Republic's reasonable satisfaction the ability to comply with such
representations, warranties and covenants.
7.
CONFIDENTIAL INFORMATION.
7.1.
CONFIDENTIALITY RIGHTS OF THE PARTIES. THE
PARTIES HERETO UNDERSTAND THAT IMPLEMENTATION AND OPERATION OF THE PROGRAM
INVOLVES THE USE OF CERTAIN SYSTEMS, COMPUTER PROGRAMS, MARKETING, PRODUCT
DEVELOPMENT, RISK MANAGEMENT, STRATEGY DATA AND OTHER INFORMATION, INCLUDING
BUSINESS INFORMATION AND TRADE SECRETS ("PROPRIETARY INFORMATION"), THAT ARE
PROPRIETARY TO THE RESPECTIVE PARTIES. EACH PARTY SHALL SAFEGUARD ALL
PROPRIETARY INFORMATION
8
MADE AVAILABLE TO IT BY THE OTHER PARTY, TAKING REASONABLE PRECAUTIONS TO
WITHHOLD THE SAME FROM DISCLOSURE TO THE SAME EXTENT THAT IT WOULD TAKE TO
SAFEGUARD ITS OWN CONFIDENTIAL INFORMATION AND DATA. SUCH PROPRIETARY
INFORMATION SHALL NOT INCLUDE INFORMATION WHICH IS
(I) SHOWN TO HAVE BEEN KNOWN
BY THE RECEIVING PARTY PRIOR TO DISCLOSURE TO IT BY THE OTHER PARTY,
(II) GENERALLY KNOWN TO OTHERS ENGAGED IN THE SAME TRADE OR BUSINESS AS THE
FURNISHING PARTY, (III) AVAILABLE TO THE PUBLIC THROUGH NO ACT OR OMISSION BY
THE RECEIVING PARTY OR ITS REPRESENTATIVES OR PROFESSIONAL ADVISORS, OR
(IV) WHICH IS RIGHTFULLY OBTAINED BY THE RECEIVING PARTY FROM THIRD PARTIES
(OTHER THAN PROFESSIONAL ADVISORS OR OTHER REPRESENTATIVES) WITHOUT RESTRICTION
OF CONFIDENTIALITY. IN ADDITION TO THE FOREGOING, REPUBLIC SPECIFICALLY AGREES
NOT TO MAKE COPIES OF OR TO DISCLOSE TO ANY OTHER PERSON OR FIRM, OTHER THAN TO
EMPLOYEES OF REPUBLIC WHO NEED-TO KNOW SUCH INFORMATION IN ORDER TO
PERFORM REPUBLIC'S OBLIGATIONS UNDER THIS AGREEMENT AND WHO HAVE AGREED TO BE
BOUND BY THIS ARTICLE 7, ANY PROPRIETARY INFORMATION (INCLUDING, WITHOUT
LIMITATION, THE NAMES OF EROS