TERMS AND CONDITIONS
1.	CORE AS A SERVICE AND SUPPORT  
We hereby provide You with the right, during the Term, to access and utilize the Services in accordance with the terms of this Agreement, the Documentation and any applicable Order Form. We agree, subject to the terms hereof, to provide the Services in accordance herewith during the Term.  Capitalized terms used in this Agreement but not defined herein shall have the meanings given to such terms in Appendix I attached hereto.  
2.	RESTRICTIONS AND RESPONSIBILITIES
2.1	You will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (collectively, the “Software”), (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Us or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for resale the benefit of a third party (including without limitation any service offering that would compete with the Services); or (iv) remove any proprietary notices or labels from or with respect to the Services or Software.  
2.2	Each Party will comply with all Applicable Laws, including any applicable export laws and regulations of the United States and other applicable jurisdictions, in providing and accessing/using the Services, as applicable. Without limiting the foregoing, (a) each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) You shall not permit Users to access or use the Services in violation of any U.S. export embargo, prohibition, or restriction. You represent that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You shall promptly notify Us.   

5.	CONFIDENTIALITY; PROPRIETARY RIGHTS
5.1	The Receiving Party understands that the Disclosing Party may from time to time disclose and/or provide access to the Disclosing Party’s Confidential Information.  The Receiving Party agrees to: (i) take reasonable precautions to protect the Disclosing Party’s Confidential Information; (ii) not use or copy the Disclosing Party’s Confidential Information, except as permitted in this Agreement or as otherwise necessary to perform or receive the Services or to otherwise perform the Receiving Party’s obligations under this Agreement; (iii) not disclose the Disclosing Party’s Confidential Information to any person other than disclosures (A) to the Receiving Party’s then-current Affiliates and its and their respective directors, officers, employees, contractors, subcontractors, legal counsel, accountants, bona fide existing or prospective financing sources or acquirors, and/or advisors, and any Approved Implementation Partner, in each case as strictly necessary for such persons to advise with regard to, assist in the Receiving Party’s performance of, and/or provide services associated with this Agreement (such persons, collectively, such Receiving Party’s “Authorized Persons”) or (B) as required by Applicable Law; each of which shall be permitted hereunder subject to the terms hereof. The Receiving Party (i) shall ensure that its Authorized Persons with access to or possession of the Disclosing Party’s Confidential Information (A) comply with this Section 5.1 as if they were parties to this Agreement in place of the Receiving Party; and (B) are bound by written confidentiality obligations, or are otherwise under a duty of confidentiality, sufficient to protect the Disclosing Party’s Confidential Information in a manner that is consistent with Section 5.1, and (ii) is liable to the Disclosing Party for the failure of the Receiving Party’s Authorized Persons to comply with this Section 5.1 to the same extent that the Receiving Party would have been had the Receiving Party failed to comply.  The Receiving Party’s obligations and restrictions with respect to the Disclosing Party’s Confidential Information under this Section 5.1, Section 5.2 and Section 5.3 shall survive any termination or expiration of this Agreement and shall terminate on the date five (5) years after the end of the Term. 
5.2	The Receiving Party shall, to the extent not prohibited by Applicable Law, (a) notify the Disclosing Party within three (3) business days (provided that the Receiving Party shall give such notice at least one (1) Business Day prior to the applicable deadline for response) if any Applicable Law requires, or a Governmental Body requires or requests, that the Receiving Party disclose the Disclosing Party’s Confidential Information; and (b) use reasonable efforts to allow the Disclosing Party an opportunity to seek injunctive relief from, or a protective order with respect to, the contemplated disclosure. If notification to the Disclosing Party is prohibited by Applicable Law, or if no relief or order has been sought or yet obtained, the Receiving Party (i) may disclose (only) that portion of the Disclosing Party’s Confidential Information that the Receiving Party’s counsel advises must be disclosed; and (ii) shall, at the Disclosing Party’s expense, reasonably cooperate with the Disclosing Party’s efforts to the extent not prohibited by Applicable Law to attempt to ensure that the disclosed Confidential Information is treated in a confidential manner after disclosure.