Common use of Reseller Obligations Clause in Contracts

Reseller Obligations. (a) Reseller recognizes, acknowledges and agrees that during the Term, nFront may furnish to Reseller certain technical and commercial information, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts and ideas, lists of customers, computer programs, business methods, and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFront. Reseller recognizes, acknowledges and agrees that nFront's Confidential Information was not previously known to the Reseller and is to be maintained in secrecy and confidence by Reseller and Reseller's employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information. Reseller agrees for itself and for each of its employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information that such information shall be used only in accordance with the terms, covenants, conditions and limitations of this Agreement, and not for the benefit of or for, directly or indirectly, Reseller or any of its employees, agents or representatives. Information made available to the general public by nFront and information obtained from third parties not associated with nFront shall not be considered to be nFront's Confidential Information, except for information received from third parties that Reseller knows or should have known was obtained illegally or in violation of this Agreement. In the event Reseller or a representative of Reseller is requested by law, order of court or any agency to disclose any of nFront's Confidential Information, Reseller shall give nFront prompt notice of such request so that nFront may seek an appropriate protective order. If, in the absence of a protective order, Reseller or a representative of Reseller is nonetheless compelled by law to disclose any of nFront's Confidential Information, Reseller or a representative of Reseller, as the case may be, may disclose such information in such proceeding without liability hereunder; provided, however, that Reseller gives nFront written notice of the information to be disclosed within twenty-four (24) hours after receipt of such order by Reseller and, upon nFront's request and at its expense, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to such information.

Reseller Obligations. (a) Reseller recognizes, acknowledges and agrees that during the Term, nFront may furnish to Reseller certain technical and commercial information, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts and ideas, lists of customers, computer programs, business methods, and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFront. Information that is not disclosed or marked as confidential shall not be regarded as nFront's Confidential Information unless such information is of the type that Reseller should reasonably expect to be of a confidential nature in which case Reseller shall treat such information as nFront's Confidential Information. Reseller recognizes, acknowledges and agrees that nFront's Confidential Information was not previously known to the Reseller and is to be maintained in secrecy and confidence by Reseller and Reseller's employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information. Reseller agrees for itself and for each of its employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information that such information shall be used only in accordance with the terms, covenants, conditions and limitations of this Agreement, and not for the benefit of or for, directly or indirectly, Reseller or any of its employees, agents or representatives. Information previously known to Reseller without an obligation of confidentiality, and information independently developed by Reseller, shall not be considered to be nFront's Confidential Information. Information made available to the general public by nFront and information obtained from third parties not associated with nFront shall not be considered to be nFront's Confidential Information, except for information received from third parties that Reseller knows or should have known was obtained illegally or in violation of this Agreement. In the event Reseller or a representative of Reseller is requested by law, order of court or any agency to disclose any of nFront's Confidential Information, Reseller shall give nFront prompt notice of such request so that nFront may seek an appropriate protective order. If, in the absence of a protective order, Reseller or a representative of Reseller is nonetheless compelled by law to disclose any of nFront's Confidential Information, Reseller or a representative of Reseller, as the case may be, may disclose such information in such proceeding without liability hereunder; provided, however, that Reseller gives nFront written notice of the information to be disclosed within twenty-four (24) hours after receipt of such order by Reseller and, upon nFront's request and at its expense, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to such information.

Reseller Obligations. (a) Reseller recognizeshereby represents, acknowledges warrants, and agrees that during that: ▪ Notwithstanding anything in the TermReseller Contract to the contrary, nFront may furnish no amounts other- wise payable to Reseller certain technical under the reseller Contract shall be due and commercial informationpayable if and to the extent such are prohibited, including but not restricted, or limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts by Applicable Integrity Laws. ▪ Reseller has reviewed and ideas, lists understands ABB’s Code of customers, computer programs, business methods, Conduct (available online at on- line at ABB Code of Conduct — ABB Group (xxxxxx.xxx) and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFrontother relevant Integrity-re- lated ABB procedures that may be made available by ABB to Reseller from time to time. ▪ Reseller acknowledges that it will be subject to ABB’s ongoing due diligence and compli- ance monitoring processes. Reseller recognizesshall inform ABB in a timely manner of any material changes to information previously provided in connection with ABB’s due diligence pro- cesses and shall provide ABB with any additional information on or certifications of com- pliance required upon request. ▪ Reseller shall, acknowledges and agrees that nFront's Confidential Information was not previously known upon ABB’s reasonable request, make available its employees, officers, di- rectors, affiliates or third parties for ABB approved integrity-related training. ▪ If, as a result of Trade Control Laws, the performance by ABB of any of its obligations hereunder becomes illegal or impracticable, ABB shall, as soon as reasonably practica- ble, give written notice to the Reseller and is to be maintained in secrecy and confidence by Reseller and Reseller's employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information. Reseller agrees for itself and for each of its employeesinability to perform or fulfil such obligations. Once such notice has been received by the Reseller, agents ABB shall, subject to mandatory pro- visions of Applicable Law, be entitled to either immediately suspend the performance of the affected obligation under the Reseller Contract until such time as ABB may lawfully discharge such obligation or representatives shall have the right to whom immediately terminate this Agree- ment by notice in writing from the date specified in the said written notice. ABB will not be liable to the Reseller discloses for any costs, expenses or damages associated with such sus- pension or termination of nFront's Confidential Information that such information shall the Reseller Contract. ▪ To the extent applicable, Reseller shall, at its own cost, be used only in accordance responsible for compliance with all applicable export laws and obtaining any necessary customs import clearance. Whenever Reseller is the termsexporter (including with respect to exports of goods, covenantsservices, conditions and limitations of this Agreementtechnology, and deemed exports of technology), unless otherwise agreed, Reseller shall, at its own cost, obtain all export licenses and any other clearances or authorizations re- quired under applicable Trade Control Laws and provide ABB with written notice of such license(s), clearance(s) or authorization(s) and all applicable conditions. ▪ Reseller shall not solicit business from, nor seek to directly or indirectly sell, export, re- export, release, transmit or otherwise transfer any goods, materials, parts, equipment, services, technology, technical data or software provided under this Agreement to, or for the benefit of of, any Restricted Person or forjurisdiction/ region subject to comprehensive sanctions (including Cuba, directly or indirectlyIran, North Korea, Syria and Crimea, as may be amended by a relevant Sanctions Agency from time to time). Reseller shall immediately notify ABB if it or any of its employees, agents or representatives. Information made available to the general public by nFront and information obtained from officers, directors, affiliates, third parties not associated engaged in connec- tion with nFront the Reseller Contract and/or any of its customers or end-users becomes a Re- stricted Person. ▪ Reseller represents and warrants that the Products and/or Services shall not be considered to be nFront's Confidential Informationin- stalled, except for information received from used, or applied in or in connection with (i) the design, production, use or stor- age of chemical, biological or nuclear weapons or their delivery systems, (ii) any military applications or (iii) the operation of any nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nuclear fuel stores and research reactors, without the prior written consent of ABB. ▪ Reseller is hereby informed, and will inform its employees, officers, directors, and any affiliates or third parties engaged in relation to the Reseller Contract, that ABB has es- tablished the following reporting channels where any suspected or observed violations of Applicable Integrity Laws, ABB Code of Conduct, or similar rules may be anonymously reported: o Telephone: +00 00 000 0000 o Web portal: xxx.xxx.xxx/xxxxxxxxx o E-mail: xxxxxx.xxxxxxx@xx.xxx.xxx o Mail: ABB Ltd, Legal & Integrity, Xxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx • Reseller knows shall immediately notify ABB in writing of any potential breach of obligations set forth under Applicable Integrity Laws, the ABB Code of Conduct, or should have known was obtained illegally this Integrity Ap- pendix by either the Reseller, its affiliated parties or any third parties engaged by Reseller in violation of this Agreementrelation to the Reseller Contract. In the event Reseller of such notification or in the event that ABB otherwise has reason to believe that a representative of Reseller is requested by law, order of court potential or any agency to disclose any of nFront's Confidential Informationpossible breach has occurred, Reseller shall give nFront prompt notice make available its Records, employees, officers, directors, and any affiliates or third parties engaged in relation to the Reseller Contract for any audit, inquiries, or investigation which ABB deems necessary and in line with clause 13.1 of the Reseller Con- tract. During such request so audit, inquiries or investigation, ABB may withhold payments until such time as ABB has received confirmation to its satisfaction that nFront may seek an appropriate protective orderno breach has oc- curred or will occur. IfABB shall not be liable to Reseller for any claim, losses or damages whatsoever related to its decision to suspend or withhold payments under this provi- sion. • Notwithstanding the foregoing or any other provision in the Reseller Contract, in the absence event of a protective orderany actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under the ABB Code of Conduct or this Integrity Appendix, ABB shall, subject to mandatory provisions of Applicable Law, have the right to unilaterally terminate the Reseller or a representative of Reseller is nonetheless compelled Contract with immediate effect. Any claims for payment by law to disclose any of nFront's Confidential Information, Reseller or a representative of the Reseller, as including claims for services previously rendered, shall be automatically termi- nated, and cancelled and all payments previously made shall be forthwith refunded to ABB to the case may beextent permitted under Applicable Integrity Laws. Such termination would be without prejudice to all rights of recourse which could be exercised by ABB, may disclose such information in such proceeding without liability hereunder; providedand ABB shall not be liable to Reseller for any claim, however, that Reseller gives nFront written notice of the information losses or damages whatsoever related to be disclosed within twenty-four (24) hours after receipt of such order by Reseller and, upon nFront's request and at its expensedecision to terminate payments under this provision. Further, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to indemnify ABB for all liabilities, damages, costs, or expenses incurred as a result of any such informationxxxxx- tion, breach and/or termination of the Reseller Contract.

Reseller Obligations. (a) Reseller recognizes, acknowledges and agrees that during the Term, nFront may furnish to Reseller certain technical and commercial information, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts and ideas, lists of customers, computer programs, business methods, and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFront. Reseller recognizes, acknowledges and agrees that nFront's Confidential Information was not previously known to the Reseller and is to be maintained in secrecy and confidence by Reseller and Reseller's employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information. Reseller agrees for itself and for each of its employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information that such information shall be used only in accordance with the terms, covenants, conditions and limitations of this Agreement, and not for the benefit of or for, directly or indirectly, Reseller or any of its employees, agents or representatives. Information made available to the general public by nFront and information obtained from third parties not associated with nFront shall not be considered to be nFront's Confidential Information, except for information received from third parties that Reseller knows or should have known was obtained illegally or in violation of this Agreement. In the event Reseller or a representative of Reseller is requested by law, order of court or any agency to disclose any of nFront's Confidential Information, Reseller shall give nFront prompt notice of such request so that nFront may seek an appropriate protective order. If, in the absence of a protective order, Reseller or a representative of Reseller is nonetheless compelled by law to disclose any of nFront's Confidential Information, Reseller or a representative of Reseller, as the case may be, may disclose such information in such proceeding without liability hereunder; provided, however, that Reseller gives nFront written notice of the information to be disclosed within twentyseventy-four two (2472) hours after receipt of such order by Reseller and, upon nFront's request and at its expense, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to such information.