(a) For Group Licensees, a fee of
within the sites included in the Group Territory, payable no later than thirty (30) days after the Effective Date, or thirty (30) days after such site’s addition to the Territory, whichever is later.
Section 5.02 Late payments shall incur interest at the rate of ONE PERCENT (1%) per month from the date such payments were originally due, or the maximum amount allowed by law, whichever is less.
Section 5.03 Taxes. The fees do not include taxes. LICENSEE will be responsible for and reimburse and hold LICENSOR harmless against the payment of all taxes associated with this Agreement (other than taxes based on LICENSOR’s gross receipts or net income).
Article VI. CONFIDENTIAL INFORMATION
Section 6.01 Confidential Information. “Confidential Information” means: (i) information of or relating to LICENSOR or LICENSEE or their respective affiliates, subsidiaries, vendors, suppliers, or licensors, that is competitively sensitive material not generally known to the public, including without limitation, information that relates to past, present or future research and development, trade secrets, products and services, pricing, marketing, financial matters, or business affairs (including without limitation, policies, procedures, plans, methods of operation, specifications, manuals, programs, documentation, guidelines, procedures, forms, and report formats), systems, networks, computer equipment and software proprietary to or licensed by a party, including without limitation, object or source code, custom software modifications, software documentation and training aids, and all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein; and (ii) Certification Documentation.
Section 6.02 Obligations. The parties acknowledge that this Agreement may require disclosure by each party (“Disclosing Party”) to the other party (“Receiving Party”) of certain of the Disclosing Party's Confidential Information. With respect to Confidential Information of the Disclosing Party that is disclosed to the Receiving Party, the Receiving Party shall, subject to the exceptions stated herein:
(a) maintain and protect the confidentiality of the information with a reasonable standard of care to avoid unauthorized disclosure or access;
(b) comply with all applicable federal and state laws and regulations relating to the confidentiality and security of the information; and
(c) use the information solely to carry out the purposes for which the information was disclosed, unless expressly provided for herein.
Section 6.03 Notwithstanding these obligations, the Receiving Party shall not be in violation of this Agreement for: (a) disclosing or using Confidential Information of the Disclosing Party that (i) is or becomes publicly available other than as a result of a breach of this Agreement, (ii) is disclosed to the Receiving Party by a third party not subject to any obligation of confidentiality, (iii) was already known by the Receiving Party prior to the date of this Agreement, or (iv) was independently developed by the Receiving Party; or (b) disclosing or using Confidential Information of the Disclosing Party when required to do so by (i) the Receiving Party's federal or state regulatory agencies, or (ii) a federal or state law or regulation, or a subpoena or court order or agency action that requires disclosure, provided, however, that, if disclosure of Confidential Information is required by any of the foregoing, the Receiving Party shall, unless prohibited by law, regulation or court or agency order, promptly notify the Disclosing Party and, at the Disclosing Party's request and expense, cooperate with the Disclosing Party’s efforts, if any, to prevent or limit the disclosure.
Section 6.04 Ownership.