DEPOSIT, ASM SHALL REFUND THE DIFFERENCE TO CLIENT AT THE END OF THE
COMPENSATION PERIOD.
5.6
FEES FOR EACH MONTH (NET OF THE MONTH'S
DEPOSIT) SHALL BE DUE AND PAYABLE TO ASM ON OR BEFORE THE 20TH CALENDAR DAY
FOLLOWING THE END OF THE MONTH FOR WHICH THEY ACCRUE, TOGETHER WITH THE
APPLICABLE MONTHLY REPORT CLIENT IS REQUIRED TO DELIVER TO ASM UNDER SECTION
4.3.
ASM WILL ACCEPT PAYMENT FOR FEES EITHER BY CHECK OR WIRE TRANSFER.
5.7
CLIENT SHALL PAY ALL INVOICES FROM ASM FOR
REIMBURSABLES UPON RECEIPT.
6.
CONFIDENTIALITY AND NONCOMPETITION
6.1
ASM ACKNOWLEDGES THAT INFORMATION DISCLOSED
BY CLIENT TO ENABLE ASM TO IMPLEMENT THE PROGRAM WILL INCLUDE CONFIDENTIAL AND
PROPRIETARY INFORMATION.
ALL INFORMATION WHICH CLIENT IDENTIFIES TO ASM AS
CLIENT'S CONFIDENTIAL AND PROPRIETARY INFORMATION AT THE TIME OF DISCLOSURE WILL
BE DEEMED "CLIENT'S CONFIDENTIAL INFORMATION" (UNLESS THE INFORMATION IS OR
BECOMES PUBLICLY AVAILABLE THROUGH NO ACTION OF ASM).
ASM AGREES NOT TO
DISCLOSE ANY PART OF CLIENT'S CONFIDENTIAL INFORMATION TO ANY THIRD PARTY, AND
NOT TO USE CLIENT'S CONFIDENTIAL INFORMATION FOR ANY PURPOSE OTHER THAN
PERFORMING ASM'S OBLIGATIONS UNDER THIS AGREEMENT.
ON CLIENT'S REQUEST AT THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT, ASM WILL RETURN ALL COPIES OF
CLIENT'S CONFIDENTIAL INFORMATION TO CLIENT.
ASM SHALL NOT BE IN BREACH OF ITS
OBLIGATIONS UNDER THIS SECTION 6 IF IT DEVELOPS MODIFICATIONS TO THE PROGRAM IN
RESPONSE TO, BASED ON OR RELATED TO CONCEPTS ASM DEVELOPS AS A RESULT OF
EXPOSURE TO CLIENT'S CONFIDENTIAL INFORMATION.
6.2
CLIENT ACKNOWLEDGES THAT TERMS EXTENDED BY
ASM TO CLIENT UNDER THIS AGREEMENT ARE CONFIDENTIAL AND VALUABLE TRADE SECRETS
OF ASM.
CLIENT AGREES NOT TO DISCLOSE ANY PROVISIONS OF THIS AGREEMENT TO ANY
THIRD PARTY.
6.3
CLIENT ACKNOWLEDGES THAT THE PROGRAM IS
PROPRIETARY TO ASM AND ITS LICENSORS, AND INCLUDES CONFIDENTIAL AND PROPRIETARY
INFORMATION, INCLUDING BUT NOT LIMITED TO THE PROGRAM SOFTWARE, METHODS AND
MATERIALS ON PROMOTION, COLLECTIONS, CUSTOMER SERVICE, TRAINING, COMPLIANCE,
LEGAL, ORGANIZATIONAL STRUCTURE, STAFFING AND PEER OVERDRAFT FINANCIAL
COMPARISONS, AND IS PROTECTED BY COPYRIGHT, TRADE SECRET AND TRADEMARK LAW
("ASM'S CONFIDENTIAL INFORMATION").
CLIENT AGREES NOT TO DISCLOSE ANY PART OF
ASM'S CONFIDENTIAL INFORMATION TO ANY THIRD PARTY, AND NOT TO USE ASM'S
CONFIDENTIAL INFORMATION FOR ANY PURPOSE OTHER THAN FOR CLIENT'S OWN BUSINESS
OPERATIONS.
CLIENT FURTHER AGREES NOT TO DUPLICATE THE PROGRAM MATERIALS
7
EXCEPT AS NECESSARY FOR ITS OPERATION OF THE PROGRAM IN ACCORDANCE WITH THIS
AGREEMENT, AND THAT UPON TERMINATION OR EXPIRATION OF THIS AGREEMENT, CLIENT
WILL RETURN ALL SUCH MATERIALS TO ASM.
6.4
EACH PARTY ACKNOWLEDGES AND AGREES THAT ITS
FAILURE TO COMPLY WITH THE CONFIDENTIALITY REQUIREMENTS AND USE RESTRICTIONS SET
FORTH IN THIS SECTION 6 WILL RESULT IN IRREPARABLE INJURY TO THE OTHER PARTY,
AND THAT THE INJURED PARTY SHALL BE ENTITLED TO INJUNCTIVE AND OTHER EQUITABLE
RELIEF WITHOUT PROOF OF DAMAGES.
6.5
DURING THE TERM OF THIS AGREEMENT, AND FOR
TWO YEARS AFTER THIS AGREEMENT HAS EXPIRED OR BEEN TERMINATED, CLIENT SHALL NOT
OFFER TO ANOTHER THIRD PARTY FINANCIAL INSTITUTION A PROGRAM OF ACCOUNT
OVERDRAFT MANAGEMENT