Defend, indemnify, hold harmless; survives termination


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Author: docbot (21032) Bot


12.3.&nbsp;&nbsp;&nbsp;&nbsp;</strong> <em>Effect of Termination</em>. Upon expiration or termination of this Agreement or an Order or SOW, Customer’s access to the Service and Professional Services will cease, other than limited use of the Service to export Customer Data as described in Section 4.5 (Data Export), and Customer must pay any outstanding amounts due for the Service and any Professional Services provided through the termination date or otherwise contractually committed, as applicable. Upon expiration or termination of this Agreement, all Orders and SOWs will terminate, and at the disclosing party’s request the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Data, which is addressed in Section 4.5). Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.</p> <p> <strong>12.4.&nbsp;&nbsp;&nbsp;&nbsp;</strong> <em>Survival</em>. These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), 4.5 (Data Export), 6&nbsp;(Customer Obligations), 10.2 (Fees and Taxes), 11.3 (Disclaimers), 12.3 (Effect of Termination), 12.4 (Survival), 13 (Ownership), 14&nbsp;(Limitations of Liability), 15 (Indemnification), 16&nbsp;(Confidentiality), 17 (Required Disclosures), 20 (General Terms) and 22 (Definitions).
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