Legal

Subcontractor is any non-employee personnel that Built relies upon for significant services, the failure of which would render it impossible or infeasible for Built to provide the Services, or significantly degrade the quality of the Services. Significant Subcontractor do not include utilities or other providers of fungible goods or services. 2. TERM 2.1. Term. The term of this Agreement shall begin on the date of final execution of this Agreement ("Effective Date") and shall remain in effect until all Order Forms executed pursuant to this Agreement have been properly terminated as defined by this Agreement. 2.2. Termination for Cause. This Agreement may be terminated for a material breach of this Agreement by either Party upon thirty (30) days' prior written notice, including specific description of the alleged breach, to the other Party if such breach is not cured within such thirty (30)-day period. 2.3. Renewal. Unless otherwise stated in the applicable Order Form, the initial term of any Order Form shall automatically renew for subsequent terms of 12 months (each, a "Renewal Term" and collectively, the "Term") unless either Party provides the other Party written notice of its intention not to renew at least 60 days prior to the expiration of the then-current Term. 3. PAYMENT 3.1. Fees. Client will pay Built the fees set forth in the corresponding Order Form including fees for Services and Professional Services. 4. CONFIDENTIALITY AND SECURITY 4.1. Disclosure. The Parties acknowledge that, in the course of performance of this Agreement, one Party (the "Disclosing Party") may find it necessary to disclose or permit access to Confidential Information to the other Party (the "Receiving Party") solely for the purposes of performing and receiving services under this Agreement. The rights and obligations of this "Confidentiality and Security" section shall apply to each Party's personnel including employees, officers, contractors, consultants, and advisors ("Agents"). 4.2. Confidential Information Defined. For the purposes of this Agreement, Confidential Information means oral, written, digital, graphic, or machine-readable information and technical data which is not generally known to the public, including the Disclosing Party's or its affiliates' clients or competitors. For the avoidance of doubt, Confidential Information includes, but is not limited to business plans, specifications, designs, methods, processes, ideas, concepts, drawings, software, pricing, operational plans, and know-how. 4.3. Confidential Treatment. Confidential Information disclosed to the Receiving Party will be held in confidence by the Receiving Party and not disclosed to others or used except as necessary to perform or receive services under this Agreement or as expressly authorized in writing by the Disclosing Party. Each Party will use the same degree of care to protect the other Party's Confidential Information as it uses to protect its own information of a like nature, but in no circumstances less than reasonable care. 4.4. Exceptions. Obligations under this "Confidentiality and Security" section will not apply to information that: (a) was in the public domain or generally available to the public prior to receipt thereof by the Receiving Party from the Disclosing Party, or which subsequently becomes part of the public domain or generally available to the public before any wrongful act of the Receiving Party or an employee or Agent of the Receiving Party; (b) is later received by the Receiving Party from a third party, unless the Receiving Party knows or has reason to know of an obligation of secrecy of the third party to the Disclosing Party with respect to such information; (c) is developed by the Receiving Party independent of such information received from the Disclosing Party; (d) is required to be disclosed by law or in a judicial or administrative proceeding with advance notice to the Disclosing Party and an opportunity for the Disclosing Party to seek protection against such disclosure; (e) is De-Identified Data. The terms of confidentiality under this Agreement will not be construed to limit either Party's ability to use, for any purpose, the residuals resulting from access to or work with the Confidential Information. The term "residuals" means information in a non-tangible form which may be retained by persons who have access to the Confidential Information, including ideas, concepts, know-how, or techniques contained therein. 4.5. Security. Each Party will maintain industry standard safeguards reasonably designed to prevent unauthorized access to or use of Client Data and Confidential Information. Built shall secure Client Data and Confidential Information consistent with the requirements of Built's Information Security Program and procedures as they are updated by Built from time to time to maintain industry standard security controls. A summary of the Information Security Program is available at /legal/lender-and-asset-manager-legal-v1022/. Client is responsible for ensuring that Client Users' login credentials are secured and for any intrusions resulting from unauthorized access using a Client User credentials. 5. OWNERSHIP 5.1. Ownership of Services. All rights, title and interest in and to the Services and documentation provided to assist Users in the operation of the Services ("Documentation") and all modifications, enhancements, and derivatives of the Services and Documentation, and all intellectual property contained in any of the foregoing, shall be owned by Built. All use rights in and to the Services not expressly granted herein are reserved to Built. 5.2. Ownership of Client Data. As between Built and Client, Client owns and will continue to own all right, title and interest in and to the Client Data. Client grants Built, and its successors and assigns, the limited right to view, modify, collect and use Client Data for the Lender & Asset Manager MSA v.10.22

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