Common use of Topic Description Clause in Contracts

Topic Description. Remedies Xxxxxx Mae may seek immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to all other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of Licensee, was previously known or is disclosed to Licensee free of any obligation to keep it confidential or is independently developed by Licensee without reference or access to the Confidential Information. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply to the extent Licensee is required to disclose the Confidential Information by applicable law, provided that Licensee:  uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosure, and  discloses only that portion of the Confidential Information that Licensee’s legal counsel determines is legally required to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposes.

Topic Description. Remedies Notices All notices must be in writing (with electronic mail or Xxxxxx Xxx postings to Xxxxxx Mae internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Xxxxxx Xxx to an applicable Xxxxxx Mae internet site. Any notice directed to Xxxxxx Xxx shall be addressed to "Xxxxxx Mae Legal Department, Attn: Official Contract Notice,” at Xxxxxx Mae’s corporate headquarters or to an e‐mail address confirmed in writing by Xxxxxx Mae as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to Xxxxxx Xxx by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments Xxxxxx Mae may seek immediate equitable relief issue hard‐copy bulletins or electronic bulletins (via electronic mail or posted to enjoin an applicable Xxxxxx Xxx internet site) amending the Agreement on a prospective basis, effective on the date specified by Xxxxxx Mae in the bulletin. Each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Licensors, which may be issued at any unauthorized use or disclosure time prior to their effective date. Licensee may reject any bulletin by providing written notice to Xxxxxx Xxx within 15 calendar days after receipt of Confidential Informationsuch bulletin, in addition which case Xxxxxx Mae may terminate the Agreement or any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15‐ day period, Licensee is deemed to all have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of written instrument submitted by Licensee, was previously known whether or not formally rejected by Xxxxxx Xxx. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to Xxxxxx Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is disclosed to Licensee free any conflict between a term or condition of any obligation to keep it confidential Schedule and the Master Terms, the term or is independently developed condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee without reference or access hereby consents to the Confidential Informationjurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Beneficiaries Applicable Third‐Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is required any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to disclose restrictions set forth in the Confidential Information Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by applicable lawany national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, provided that Licensee:  uses all reasonable efforts 15 C.F.R. 740 et. seq., nor may Licensee take any steps to give facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and Xxxxxx Xxx notice at least ten business days prior to such disclosureare not partners, and  discloses only that portion joint venturers, representatives or agents of the Confidential Information that Licensee’s legal counsel determines is legally required to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposeseach other.

Topic Description. Remedies Notices All notices must be in writing (with electronic mail or Xxxxxx Xxx postings to Xxxxxx Mae internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Xxxxxx Xxx to an applicable Xxxxxx Mae internet site. Any notice directed to Xxxxxx Xxx shall be addressed to "Xxxxxx Mae Legal Department, Attn: Official Contract Notice,” at Xxxxxx Mae’s corporate headquarters or to an e-mail address confirmed in writing by Xxxxxx Mae as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to Xxxxxx Xxx by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments Xxxxxx Mae may seek immediate equitable relief issue hard-copy bulletins or electronic bulletins (via electronic mail or posted to enjoin an applicable Xxxxxx Xxx internet site) amending the Agreement on a prospective basis, effective on the date specified by Xxxxxx Mae in the bulletin. Each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third-Party Licensors, which may be issued at any unauthorized use or disclosure time prior to their effective date. Licensee may reject any bulletin by providing written notice to Xxxxxx Xxx within 15 calendar days after receipt of Confidential Informationsuch bulletin, in addition which case Xxxxxx Mae may terminate the Agreement or any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15- day period, Licensee is deemed to all have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of written instrument submitted by Licensee, was previously known whether or not formally rejected by Xxxxxx Xxx. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to Xxxxxx Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is disclosed to Licensee free any conflict between a term or condition of any obligation to keep it confidential Schedule and the Master Terms, the term or is independently developed condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee without reference or access hereby consents to the Confidential Informationjurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third-Party Beneficiaries Applicable Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is required any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to disclose restrictions set forth in the Confidential Information Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by applicable lawany national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, provided that Licensee:  uses all reasonable efforts 15 C.F.R. 740 et. seq., nor may Licensee take any steps to give facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third-Party Providers and Xxxxxx Xxx notice at least ten business days prior to such disclosureare not partners, and  discloses only that portion joint venturers, representatives or agents of the Confidential Information that Licensee’s legal counsel determines is legally required to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposeseach other.

Topic Description. Remedies Xxxxxx Mae may seek immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to all other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of Licensee, was previously known or is disclosed to Licensee free of any obligation to keep it confidential or is independently developed by Licensee without reference or access to the Confidential Information. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply to the extent Licensee is required to disclose the Confidential Information by applicable law, provided that Licensee:  • uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosure, and  • discloses only that portion of the Confidential Information that Licensee’s legal counsel determines is legally required to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory self-regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined in the Gramm‐Xxxxx‐Xxxxxx Xxxxx-Xxxxx-Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposes.

Topic Description. Remedies Notices All notices must be in writing (with electronic mail or Xxxxxx Mae may seek immediate equitable relief postings to enjoin any unauthorized use or disclosure of Confidential Information, in addition to all other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of Licensee, was previously known or is disclosed to Licensee free of any obligation to keep it confidential or is independently developed by Licensee without reference or access to the Confidential Information. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply to the extent Licensee is required to disclose the Confidential Information by applicable law, provided that Licensee:  uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosure, and  discloses only that portion of the Confidential Information that Licensee’s legal counsel determines is legally required internet sites deemed to be furnisheda "writing" for this purpose) and delivered by (a) hand, and requests that the information remain confidential(b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Xxxxxx Mae to an applicable Xxxxxx Xxx internet site. This Any notice requirement is waived if Licensee is required by law directed to disclose in confidence confidential information in response Xxxxxx Mae shall be addressed to a request from a governmental agency"Xxxxxx Xxx Legal Department, regulator or self‐regulatory authority that has authority to regulate or oversee Attn: Official Contract Notice,” at Xxxxxx Mae’s business corporate headquarters or to an e‐mail address confirmed in writing by Xxxxxx Xxx as valid for receipt of notices. Except as provided in (including bank examinerse) above, securities examiners, and regulators’ inspector general offices), so long as any notice directed to Licensee formally requests that the Confidential Information shall be treated in confidence and exempt from FOIA and other open records laws requestsaddressed to a Corporate Administrator at an address or electronic mail address provided to Xxxxxx Mae by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments Xxxxxx Xxx may remove from issue hard‐copy bulletins or electronic bulletins (via electronic mail or posted to an applicable Xxxxxx Mae’s systems any material transmitted Mae internet site) amending the Agreement on a prospective basis, effective on the date specified by Licensee that Xxxxxx Xxx determines is in violation the bulletin. Xxxxxx Mae will issue each bulletin at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Licensors, which Xxxxxx Xxx may issue at any time prior to their effective date. Licensee may reject any bulletin by providing written notice to Xxxxxx Mae within 15 calendar days after receipt of law or such bulletin, in which case Xxxxxx Xxx may terminate the Agreement or that Xxxxxx Mae determines any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15‐ day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may lead be amended solely by a writing executed by a duly authorized representative of each party to a Performance Incident or Data Breachbe bound thereby. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor Topic Description The Agreement may not be amended by any data purchase order or other material generated written instrument submitted by Licensee Licensee, whether or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production not formally rejected by Xxxxxx Mae. Entire Agreement; Priority The feedback may include comments Agreement constitutes the complete and recommendations. When Licensee provides such feedbackexclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, it grants if no Schedule has been entered into, regarding access to Xxxxxx Xxx an unlimited, worldwide, perpetualMae’s technology and systems), and irrevocable license supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under Licensee’s intellectual property rightsthe Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, without duty the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and each party hereby consents to accountthe jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Beneficiaries Applicable Third‐Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to disclosethe extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, incorporatethe Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, practiceunder FAR 12.212 and, deployaccordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee must ensure that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of Topic Description a breach by the other party does not constitute a consent to, waiver of, or adapt such feedbackexcuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposesare not partners, joint venturers, representatives or agents of each other.

Topic Description. Remedies Notices All notices must be in writing (with electronic mail or Xxxxxx Mae postings to Xxxxxx Xxx internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Xxxxxx Mae to an applicable Xxxxxx Xxx internet site. Any notice directed to Xxxxxx Mae shall be addressed to "Xxxxxx Xxx Legal Department, Attn: Official Contract Notice,” at Xxxxxx Mae’s corporate headquarters or to an e-mail address confirmed in writing by Xxxxxx Xxx as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to Xxxxxx Mae by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments Xxxxxx Xxx may issue hard-copy bulletins or electronic bulletins (via electronic mail or posted to an applicable Xxxxxx Mae internet site) amending the Agreement on a prospective basis, effective on the date specified by Xxxxxx Xxx in the bulletin. Xxxxxx Mae will issue each bulletin at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third-Party Licensors, which Xxxxxx Xxx may issue at any time prior to their effective date. In addition, upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Mae, whether in whole or in part, Xxxxxx Xxx may amend the Agreement by providing written notice to Licensee, and the terms included in such notice will be effective immediately. Any decision to amend the Agreement upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract is at Xxxxxx Mae’s sole discretion. Licensee may reject any bulletin by providing written notice to Xxxxxx Xxx within 15 calendar days after receipt of such bulletin, or within 7 calendar days after receipt of a written notice amending Licensee’s Agreement, in which case Xxxxxx Mae may seek immediate equitable relief terminate the Agreement or any affected Schedule(s) effective as of the Topic Description effective date of the bulletin or written notice. Unless Licensee provides such rejection notice within the 15-day period, Licensee is deemed to enjoin have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin or written notice. Licensee’s continued use of any unauthorized use affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or disclosure of Confidential Information, in addition to all other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of written instrument submitted by Licensee, was previously known whether or not formally rejected by Xxxxxx Xxx. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to Xxxxxx Mae’s technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is disclosed to Licensee free any conflict between a term or condition of any obligation to keep it confidential Schedule and the Master Terms, the term or is independently developed condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by Licensee without reference or access that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and each party hereby consents to the Confidential Informationjurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or f orum non conveniens. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third-Party Beneficiaries Applicable Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is required to disclose any unit or agency of the Confidential Information by applicable lawU.S. Government, the Licensed Materials are provided that Licensee:  uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosureas “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and  discloses only that portion disclosure of the Confidential Information that Licensee’s legal counsel determines Licensed Materials by the U.S. Government is legally required subject to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined restrictions set forth in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposesAgreement.

Topic Description. Remedies Notices All notices must be in writing (with electronic mail or Xxxxxx Mae Xxx postings to Xxxxxx Xxx internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Xxxxxx Xxx to an applicable Xxxxxx Xxx internet site. Any notice directed to Xxxxxx Xxx shall be addressed to "Xxxxxx Xxx Legal Department, Attn: Official Contract Notice,” at Xxxxxx Xxx’s corporate headquarters or to an e-mail address confirmed in writing by Xxxxxx Xxx as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to Xxxxxx Xxx by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments Xxxxxx Xxx may seek immediate equitable relief issue hard-copy bulletins or electronic bulletins (via electronic mail or posted to enjoin an applicable Xxxxxx Xxx internet site) amending the Agreement on a prospective basis, effective on the date specified by Xxxxxx Xxx in the bulletin. Xxxxxx Xxx will issue each bulletin at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third-Party Licensors, which Xxxxxx Xxx may issue at any unauthorized use time prior to their effective date. In addition, upon suspension or disclosure termination of Confidential InformationLicensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx, whether in whole or in part, Xxxxxx Xxx may amend the Agreement by providing written notice to Licensee, and the terms included in such notice will be effective immediately. Any decision to amend the Agreement upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract is at Xxxxxx Xxx’s sole discretion. Licensee may reject any bulletin by providing written notice to Xxxxxx Xxx within 15 calendar days after receipt of such bulletin, or within 7 calendar days after receipt of a written notice amending Licensee’s Agreement, in addition which case Xxxxxx Xxx may terminate the Agreement or any affected Schedule(s) effective as of the Topic Description effective date of the bulletin or written notice. Unless Licensee provides such rejection notice within the 15-day period, Licensee is deemed to all have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin or written notice. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of written instrument submitted by Licensee, was previously known whether or not formally rejected by Xxxxxx Xxx. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to Xxxxxx Xxx’s technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is disclosed to Licensee free any conflict between a term or condition of any obligation to keep it confidential Schedule and the Master Terms, the term or is independently developed condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by Licensee without reference or access that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and each party hereby consents to the Confidential Informationjurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third-Party Beneficiaries Applicable Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is required to disclose any unit or agency of the Confidential Information by applicable lawU.S. Government, the Licensed Materials are provided that Licensee:  uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosureas “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and  discloses only that portion disclosure of the Confidential Information that Licensee’s legal counsel determines Licensed Materials by the U.S. Government is legally required subject to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined restrictions set forth in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposesAgreement.

Topic Description. Remedies Notices All notices must be in writing (with electronic mail or Xxxxxx Xxx postings to Xxxxxx Mae internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first Topic Description class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Xxxxxx Xxx to an applicable Xxxxxx Mae internet site. Any notice directed to Xxxxxx Xxx shall be addressed to "Xxxxxx Mae Legal Department, Attn: Official Contract Notice,” at Xxxxxx Mae’s corporate headquarters or to an e-mail address confirmed in writing by Xxxxxx Mae as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to Xxxxxx Xxx by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments Xxxxxx Mae may seek immediate equitable relief issue hard-copy bulletins or electronic bulletins (via electronic mail or posted to enjoin an applicable Xxxxxx Xxx internet site) amending the Agreement on a prospective basis, effective on the date specified by Xxxxxx Mae in the bulletin. Each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third-Party Licensors, which may be issued at any unauthorized use or disclosure time prior to their effective date. Licensee may reject any bulletin by providing written notice to Xxxxxx Xxx within 15 calendar days after receipt of Confidential Informationsuch bulletin, in addition which case Xxxxxx Mae may terminate the Agreement or any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15- day period, Licensee is deemed to all have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of written instrument submitted by Licensee, was previously known whether or is disclosed to Licensee free not formally rejected by Xxxxxx Xxx. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of any obligation to keep it confidential or is independently developed by Licensee without reference or the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to the Confidential Information. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply to the extent Licensee is required to disclose the Confidential Information by applicable law, provided that Licensee:  uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosure, and  discloses only that portion of the Confidential Information that Licensee’s legal counsel determines is legally required to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examinerstechnology and systems), and regulators’ inspector general offices)supersedes all prior or contemporaneous communications, so long as Licensee formally requests that proposals or agreements, oral or written, relating to the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation subject matter of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposesAgreement.

Topic Description. Remedies Xxxxxx Mae may seek immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to all other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of Licensee, was previously known or is disclosed to Licensee free of any obligation to keep it confidential confidential, or is independently developed by Licensee without reference or access to the Confidential Information. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply to the extent Licensee is required to disclose the Confidential Information by applicable law, provided that Licensee:  • uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosure, and  • discloses only that portion of the Confidential Information that Licensee’s legal counsel determines is legally required to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory self-regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined in the Gramm‐Xxxxx‐Xxxxxx Xxxxx-Xxxxx-Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposes.

Topic Description. Remedies Notices All notices must be in writing (with electronic mail or Xxxxxx Xxx postings to Xxxxxx Xxx internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Xxxxxx Mae to an applicable Xxxxxx Xxx internet site. Any notice directed to Xxxxxx Xxx shall be addressed to "Xxxxxx Xxx Legal Department, Attn: Official Contract Notice,” at Fannie Mae’s corporate headquarters or to an e-mail address confirmed in writing by Xxxxxx Xxx as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to Xxxxxx Mae by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments Xxxxxx Xxx may seek immediate equitable relief issue hard-copy bulletins or electronic bulletins (via electronic mail or posted to enjoin an applicable Xxxxxx Xxx internet site) amending the Agreement on a prospective basis, effective on the date specified by Xxxxxx Xxx in the bulletin. Xxxxxx Xxx will issue each bulletin at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third-Party Licensors, which Xxxxxx Xxx may issue at any unauthorized use time prior to their effective date. In addition, upon suspension or disclosure termination of Confidential InformationLicensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx, whether in whole or in part, Xxxxxx Xxx may amend the Agreement by providing written notice to Licensee, and the terms included in such notice will be effective immediately. Any decision to amend the Agreement upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract is at Fannie Mae’s sole discretion. Licensee may reject any bulletin by providing written notice to Xxxxxx Xxx within 15 calendar days after receipt of such bulletin, or within 7 calendar days after receipt of a written notice amending Licensee’s Agreement, in addition which case Xxxxxx Xxx may terminate the Agreement or any affected Schedule(s) effective as of the Topic Description effective date of the bulletin or written notice. Unless Licensee provides such rejection notice within the 15-day period, Licensee is deemed to all have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin or written notice. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of written instrument submitted by Licensee, was previously known whether or not formally rejected by Xxxxxx Xxx. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to Fannie Mae’s technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is disclosed to Licensee free any conflict between a term or condition of any obligation to keep it confidential Schedule and the Master Terms, the term or is independently developed condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by Licensee without reference or access that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and each party hereby consents to the Confidential Informationjurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third-Party Beneficiaries Applicable Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is required to disclose any unit or agency of the Confidential Information by applicable lawU.S. Government, the Licensed Materials are provided that Licensee:  uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosureas “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and  discloses only that portion disclosure of the Confidential Information that Licensee’s legal counsel determines Licensed Materials by the U.S. Government is legally required subject to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined restrictions set forth in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposesAgreement.

Topic Description. Remedies Notices All notices must be in writing (with electronic mail or Xxxxxx Mae Xxx postings to Xxxxxx Xxx internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Xxxxxx Xxx to an applicable Xxxxxx Xxx internet site. Any notice directed to Xxxxxx Xxx shall be addressed to "Xxxxxx Xxx Legal Department, Attn: Official Contract Notice,” at Fannie Mae’s corporate headquarters or to an e-mail address confirmed in writing by Xxxxxx Xxx as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to Xxxxxx Xxx by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments Xxxxxx Xxx may seek immediate equitable relief issue hard-copy bulletins or electronic bulletins (via electronic mail or posted to enjoin an applicable Xxxxxx Xxx internet site) amending the Agreement on a prospective basis, effective on the date specified by Xxxxxx Xxx in the bulletin. Xxxxxx Xxx will issue each bulletin at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third-Party Licensors, which Xxxxxx Xxx may issue at any unauthorized use time prior to their effective date. In addition, upon suspension or disclosure termination of Confidential InformationLicensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx, whether in whole or in part, Xxxxxx Xxx may amend the Agreement by providing written notice to Licensee, and the terms included in such notice will be effective immediately. Any decision to amend the Agreement upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract is at Fannie Mae’s sole discretion. Licensee may reject any bulletin by providing written notice to Xxxxxx Xxx within 15 calendar days after receipt of such bulletin, or within 7 calendar days after receipt of a written notice amending Licensee’s Agreement, in addition which case Xxxxxx Xxx may terminate the Agreement or any affected Schedule(s) effective as of the Topic Description effective date of the bulletin or written notice. Unless Licensee provides such rejection notice within the 15-day period, Licensee is deemed to all have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin or written notice. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of written instrument submitted by Licensee, was previously known whether or not formally rejected by Xxxxxx Xxx. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to Fannie Mae’s technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is disclosed to Licensee free any conflict between a term or condition of any obligation to keep it confidential Schedule and the Master Terms, the term or is independently developed condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by Licensee without reference or access that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and each party hereby consents to the Confidential Informationjurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third-Party Beneficiaries Applicable Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is required to disclose any unit or agency of the Confidential Information by applicable lawU.S. Government, the Licensed Materials are provided that Licensee:  uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosureas “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and  discloses only that portion disclosure of the Confidential Information that Licensee’s legal counsel determines Licensed Materials by the U.S. Government is legally required subject to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performance data and other NPI with Licensee in compliance with permitted purposes outlined restrictions set forth in the Gramm‐Xxxxx‐Xxxxxx Act and other applicable privacy laws. Licensee must use such data only for those limited permitted purposesAgreement.