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5. MANAGED SERVICES FEES 5.1 Terms of Agreement (a) Granicus, Inc. agrees to provide the Client the hosting, storage, and bandwidth necessary for the Client to broadcast its content to the Internet for at least three (3) years in accordance with the Granicus Managed Services defined in the Proposal. (b) The Client agrees to purchase hosting, storage, and bandwidth necessary for the Client to broadcast its content to the Internet for at least one (1) yeaz in accordance with the Granicus Managed Services defined in the Proposal. 5.2 Payment of Maintenance Fees (a) Upon execution of this Agreement, the Client agrees to pay Granicus, Inc. the first month's Managed Service Fees. (b) Thereafter, the Client agrees to pay the monthly fees to Granicus, Inc. by the first day of the month one (1) month in advance of services. 5.3 Cancellation of Managed Service Plan (a) In the event of a cancellation of Managed Services by Client within twelve (12) months of the "Live" date, the Client will be responsible for paying the amount due for the remainder of the first year. (b) Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Media Management Software license as described in Section 2.1. 6. CONFIDENTIAL INFORMATION & OWNERSHIP. 6.1 Disclosure. Except to the extent necessary as contemplated by this Agreement, each party agrees not to disclose any Confidential Information to any person and agrees to use its best efforts to prevent inadvertent disclosure of any Confidential Information to any person. Without limiting the generality of the preceding sentence, each party agrees to treat the Confidential Information of the other party with at least the degree of caze that such party treats similar information of its own. Each party may disclose such Confidential Information to a court or other governmental authority to the extent that such disclosure is required by governmental order or by law; provided that the receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, specifying in detail the reasons why such disclosure is required, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential, and (iii) use its commercially reasonable efforts at its expense to obtain such other protective orders and protections with respect thereto as the disclosing party may reasonably request. 6.2 Use. Each party agrees not to use any Confidential Information for any purpose whatsoever except to the extent necessary as contemplated by this Agreement. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who aze 4 Version 3.9