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5. Confidential Information i. Restrictions on Use and Disclosure of Confidential Information.The parties agree to maintain the confidentiality of each other's Confidential Information and not use such information except in furtherance of this Agreement during the term of the Agreement and for a period of three(3)years after the termination of this Agreement. ii. Exceptions.The parties agree that, unless required by law,they will not make each other's Confidential Information available in any form to any third party,or use each other's Confidential Information for any purpose other than the performance of this Agreement. 6. Representations, Warranties and Service Level Agreement i. Mutual Warranties. Each party represents and warrants the following to the other party:(0 such party has the full corporate right, power, and authority to enter into this Agreement,to perform the acts required of it hereunder;(ii)the execution of this Agreement by such party,and the performance by such party of its obligations and duties hereunder,do not and will not violate any agreement to which such party is a party or by which it is otherwise bound;and(Hi)when executed and delivered by such party,this Agreement will constitute the legal,valid and binding obligation of such party,enforceable against such party in accordance with its terms. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use,of the Hosted Service ii. Service Level Agreement.The Hosted Services is subject to the Service Level Agreement,which sets forth City's exclusive remedy for any breach thereof. OpenCounter will provide 24-7 technical support for the duration of the contract utilizing the following Service Level Agreement(SLA)for remediation of errors/ bugs, inconsistencies: a. Critical.The defect affects critical functionality or critical data. It does not have a workaround. Example. Unsuccessful installation,complete failure of a feature.A plan for full resolution will be provided within twelve(12)hours of the notification. b. Major:The defect affects major functionality or major data. It has a workaround but is not obvious and is difficult.A plan for full resolution will be provided within one(1)business day of the report. c. Minor:The defect affects minor functionality or non-critical data.A plan for full resolution will be provided within three(3)business days of the first report. d. Trivial:The defect does not affect functionality or data. It does not even need a workaround. It does not impact productivity or efficiency. It is merely an inconvenience. Example: Petty layout discrepancies,spelling/grammatical errors. Full resolution will be provided within three(3)business days of the first report. iii. Disclaimer of Warranties. THE WARRANTIES SET FORTH IN SECTION 6 STATE OPENCOUNTER'S EXCLUSIVE WARRANTIES TO CITY AND ANY THIRD PARTY CONCERNING THE HOSTED SERVICE AND ANY PROFESSIONAL SERVICES AND OPENCOUNTER'S ONLY OBLIGATIONS,AND CITY'S EXCLUSIVE REMEDIES, FOR BREACH OF ANY SUCH WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6(iii), OPENCOUNTER MAKES NO,AND HEREBY EXPRESSLY DISCLAIMS(TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW)ALL OTHER,WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTE,AS TO THE HOSTED SERVICE, • OpenCounter+Pleasanton,Cal forn+a Master Services Agreement 4