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 JHTSL AND CUSTOMERS EFFECTING
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.4.
JHTSL COVENANTS TO AND AGREES WITH REPUBLIC
THAT IT SHALL COMPLY WITH ALL APPLICABLE PROGRAM GUIDELINES (AS DEFINED IN THE
PROGRAM AGREEMENT) AND APPLICABLE LAW IN CONNECTION WITH THE PERFORMANCE BY IT
OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
7
5.
TERM AND TERMINATION.
5.1.
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").
5.2.
TERMINATION BY EITHER PARTY. EITHER PARTY
MAY AT ITS OPTION TERMINATE THIS AGREEMENT (I) UPON TWENTY (20) DAYS' PRIOR
WRITTEN NOTICE IF THE OTHER PARTY HAS MATERIALLY BREACHED ANY OF THE TERMS
HEREOF AND HAS FAILED TO CURE SUCH BREACH WITHIN SUCH TWENTY-DAY PERIOD; OR
(II) IMMEDIATELY UPON RECEIPT OF WRITTEN NOTICE OF TERMINATION OF THE PROGRAM
AGREEMENT; PROVIDED HOWEVER IF IT IS ULTIMATELY DETERMINED THAT THE PROGRAM
AGREEMENT WAS WRONGFULLY TERMINATED, THEN SUCH PARTY SHALL BE LIABLE FOR
WRONGFUL TERMINATION UNDER THIS AGREEMENT. IN ADDITION, EITHER PARTY
MAY TERMINATE THIS AGREEMENT, IMMEDIATELY UPON NOTICE TO THE OTHER PARTY, UPON
(X) THE FILING BY OR AGAINST THE OTHER PARTY OF ANY PETITION IN BANKRUPTCY OR
FOR REORGANIZATION OR DEBT CONSOLIDATION UNDER THE FEDERAL BANKRUPTCY LAWS OR
UNDER COMPARABLE LAW; (Y) THE OTHER PARTY'S MAKING OF AN ASSIGNMENT OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS FOR THE BENEFIT OF CREDITORS; OR (Z) APPLICATION
OF THE OTHER PARTY FOR THE APPOINTMENT OF A RECEIVER OR TRUSTEE OF ITS ASSETS.
5.3
Continuation of Program. In the event of a
termination of the Program under the Program Agreement during a Tax Season, both
parties shall continue to provide the Program through the end of such Tax
Season, unless otherwise agreed in writing by the parties, or prohibited by law
or regulation, and all the relevant provisions of and obligations under this
Agreement and the Program Agreement shall survive until such obligations have
been completed including any payment obligations for such Tax