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The provisions of this Clause shall not apply to Confidential Information which the Party concerned can prove was in its possession on the date of receipt or which becomes public knowledge (except by reason of default of such Party) or which such Party obtains from some other person not obligated under this Agreement and not in confidence and in good faith.Whenever requested by WEBCC, the Premier Partner shall immediately return to WEBCC all manifestations of the Confidential Information or, at WEBCC’s request, destroy all such Confidential Information as WEBCC may designate.The failure of Premier Partner to comply with any of the foregoing obligations shall be deemed to be a material breach of this Agreement entitling WEBCC to terminate the Agreement immediately.

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Each Party shall keep in strict confidence and not disclose, and shall procure that its related companies, directors and employees keep in strict confidence and shall not disclose, the contents of this Agreement and shall not use any Confidential Information communicated to it by or acquired from the other Party in connection with or pursuant to this Agreement, other than strictly for the purposes of this Agreement and its performance.This Premier Partner Agreement (“Agreement”) sets forth the terms and conditions which govern the relationship between Web Commerce Communications Ltd., a company incorporated in British Virgin Islands with its business address at P. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands of the one part (“WEBCC”) and you (“Premier Partner”).The term “you” and “your” shall refer to the Premier Partner.In the event of any dispute arising in relation to any payment of fees and/or client account balances, the Party complaining of any discrepancies shall provide to the other Party reasonable supporting documentation to substantiate the dispute and the Parties will cooperate to resolve such dispute.

WEBCC hereby grants to the Premier Partner a non-exclusive, non-transferable, non-sub-licensable, revocable, royalty free licence to the Premier Partner to utilise WEBCC’s Trade Marks during the term of this Agreement in connection with the Collaborative Services and nothing in this Agreement shall transfer ownership in the Trade Marks which shall at all times be owned by WEBCC.

This Agreement shall be automatically renewed for successive periods of twelve (12) months following the expiry of the Initial Term unless otherwise terminated by either Party pursuant to Clause 12 of this Agreement.

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