1601-1667), THE EQUAL CREDIT
OPPORTUNITY ACT (15 U.S.C. SEC. 1691-1691F), THE ELECTRONIC FUND TRANSFER ACT
(15 U.S.C. 1693, ET SEQ.) AND OTHER APPLICABLE PROVISIONS OF THE CONSUMER CREDIT
PROTECTION ACT (15 U.S.C SEC. 1601).
11
8.3.
EACH PARTY FURTHER COVENANTS TO AND AGREES
WITH THE OTHER THAT IT SHALL FULFILL ITS OBLIGATIONS HEREUNDER IN A DILIGENT AND
TIMELY FASHION, CONSISTENT WITH THE BEST PRACTICES IN THE INDUSTRY; THAT ALL
HARDWARE, SOFTWARE, PROCESSES AND PROCEDURES EACH PARTY USES IN PROVIDING THE
SERVICES HEREUNDER ARE OWNED OR PROPERLY LICENSED TO SUCH PARTY AND WILL NOT
VIOLATE THE TRADEMARK OR COPYRIGHT RIGHTS, RIGHT OF PUBLICITY OR PRIVACY OF, OR
CONSTITUTE LIBEL OR SLANDER AGAINST, OR INVOLVE PLAGIARISM OR VIOLATE ANY OTHER
RIGHTS OF, ANY PERSON OR ENTITY AND THAT SUCH PARTY'S USE OF THEM WILL COMPLY
WITH ALL APPLICABLE LAWS; THAT ALL PROCESSING SYSTEMS, SOFTWARE AND HARDWARE,
AND POLICIES OR PROCEDURES USED BY EACH PARTY AND ALL RULES AND PROTOCOLS
COVERING SUCH PARTY'S EMPLOYEES, AGENTS AND INDEPENDENT CONTRACTORS PROVIDING
SERVICES HEREUNDER, CONTAIN PROTECTIONS AND SECURITY ENHANCEMENTS, CONSISTENT
WITH INDUSTRY STANDARDS, AND PROVIDE SAFEGUARDS AND SYSTEM PROTECTIONS,
CONSISTENT WITH INDUSTRY STANDARDS, TO PREVENT HACKING, VIRUSES, SECURITY
BREACHES, LOSS OF DATA, ANY BREACH OF THE GRAMM-LEACH-BLILEY ACT AND APPLICABLE
REGULATIONS PROMULGATED THEREUNDER, ANY BREACH OF THE CONFIDENTIALITY PROVISIONS
HEREOF, IDENTITY THEFT AND FRAUD AGAINST JHI AND CUSTOMERS EFFECTING
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
8.4
JHI COVENANTS TO AND AGREES WITH REPUBLIC
THAT IT SHALL COMPLY WITH ALL APPLICABLE PROGRAM GUIDELINES AND APPLICABLE LAW
IN CONNECTION WITH THE PERFORMANCE BY IT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT. JHI SHALL COMPLY IN ALL MATERIAL RESPECTS, AND SHALL INSTRUCT EROS TO
COMPLY, WITH ALL PROGRAM GUIDELINES PROVIDED BY REPUBLIC IN ADVANCE OF EACH TAX
SEASON AND APPLICABLE LAW CONCERNING THE PREPARATION AND PROCESSING OF
APPLICATIONS.
8.5
JHI agrees that each participating ERO must
have an Electronic Filer's Identification Number ("EFIN").
9.
TERM AND TERMINATION.
9.1.
TERM. THIS AGREEMENT SHALL BE EFFECTIVE UPON
ITS EXECUTION AND APPLICABLE TO THE PROGRAM FOR TAX SEASONS 2008, 2009 AND 2010
AND ALL RELATED PERIODS. THIS AGREEMENT SHALL TERMINATE AND EXPIRE ON OCTOBER
31, 2010, UNLESS EXTENDED BY WRITTEN AGREEMENT OF THE PARTIES (THE "TERM").
9.2.
TERMINATION BY EITHER PARTY. EITHER PARTY MAY
AT ITS OPTION TERMINATE THIS AGREEMENT UPON TWENTY (20) DAYS' PRIOR WRITTEN
NOTICE IF (I) THE OTHER PARTY HAS MATERIALLY BREACHED ANY OF THE TERMS HEREOF
AND HAS FAILED TO CURE SUCH BREACH WITHIN SUCH TWENTY DAY TIME PERIOD; (II) THE
CONTINUED OPERATION OF THE PROGRAM OR THE ELECTRONIC FILING PROGRAM IS NO LONGER
COMMERCIALLY FEASIBLE OR PRACTICAL, OR NO LONGER PROVIDES THE SAME OPPORTUNITY,
TO THE TERMINATING PARTY DUE TO LEGAL, LEGISLATIVE OR REGULATORY DETERMINATIONS,
ENACTMENTS OR INTERPRETATIONS OR SIGNIFICANT EXTERNAL EVENTS OR OCCURRENCES
BEYOND THE CONTROL OF THE TERMINATING PARTY; PROVIDED, HOWEVER, THAT IN THE CASE
OF CLAUSE (II), THE PARTIES SHALL FIRST MUTUALLY ENDEAVOR IN GOOD FAITH TO
MODIFY THE PROGRAM IN A MANNER RESOLVING THE PROBLEMS CAUSED BY LEGAL,
LEGISLATIVE OR REGULATORY OR EXTERNAL EVENTS