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E. Term and Termination. 1. This License shall become effective upon execution by BRC and Licensee and shall terminate: (a) Immediately upon any attempt by Licensee to assign, delegate, sublicense or otherwise transfer this License, the Licensed Programs, the Support Documentation, or any of its rights or obligations under this License; (b) By either party by giving the other party written notice of a breach of this License, and the failure of the notified party to cure such breach within ten (10) days of such notice; or (c) Immediately upon Licensee's failure to pay when due the License Fee, the Subscription Fee or any other fees or payments due under this Agreement. 2. Upon termination of this License: (a) licensee's obligations under subsections F.1 and F.2 shall survive the termination; (b) Licensee's rights under Sections B and C shall immediately cease; and (c) Licensee shall perform its obligations under subsection F.3 3. Each party's right to terminate as expressed in this License shall be in addition to any other rights provided by law. F. Protection. 1 . Restrictions on Dissemination. (a) Licensee acknowledges that the Confidential Information is the property and trade secret of BRC and that any publication or disclosure to third parties of the Confidential Information may cause immediate and irreparable harm to BRC. Licensee will take all reasonable steps to maintain confidentiality of the Confidential Information. (b) The Licensee shall not, without BRC's prior written consent, disclose, provide, or make available any of the Confidential Information in any form to any person, except to employees or consultants of Licensee whose access is necessary to enable the Licensee to exercise its rights under this License. (c) The Licensee shall require any employee or consultant having such access to agree to maintain the confidentiality of the Confidential Information. 2. Copyright and Copvina. (a) Except as authorized in advance by BRC, the Licensee shall not copy all or any part of the Confidential Information. (b) The Licensee shall.not permit any other person or organization to copy any of the licensed Programs or Support Documentation. (c) All Authorized Copies delivered to licensee shall include the following legend: Copyright by Business Records Corporation as an unpublished work created in 1990 and first licensed in 1990. THIS COMPUTER PROGRAM AND/OR DOCUMENTATION IS CONFIDENTIAL, PROPRIETARY INFORMATION AND A TRADE SECRET WHICH IS THE PROPERTY OF BUSINESS RECORDS CORPORATION. ALL USE, DISCLOSURE AND/OR REPRODUCTION NOT EXPRESSLY AUTHORIZED BY BUSINESS RECORDS CORPORATION IS PROHIBITED. THIS COMPUTER PROGRAM AND/OR DOCUMENTATION MAY ALSO BE PROTECTED UNDER THE COPYRIGHT AND TRADE SECRET LAWS OF NON-U.S. COUNTRIES. ALL RIGHTS RESERVED. (d) The Licensee shall not remove this legend from any Licensed Programs or Support Documentation. (e) The Licensee shall maintain a log of the number and location of all originals and copies of the Licensed Programs and Support Documentation. All copies of the Licensed Programs and Support Documentation shall be kept only at the Designated Site, unless, after receipt of a written request from Licensee, BRC provides written approval, at BRC's discretion, to maintain such copies at a location other than the Designated Site. 3. Upon Termination. (a) Upon termination of this License, Licensee shall delete the Licensed Programs from all other software, if any, into which it had been merged. (b) Upon termination of this License, Licensee shall immediately deliver to BRC or destroy all copies of the Licensed Programs and Support Documentation; provided, however, that, with BRC's written consent, Licensee may retain one (1) copy of the Licensed Programs and Support Documentation for archive purposes only. (c) Upon termination of this License, Licensee shall erase all Licensed Programs from any storage media before discarding the storage media.