shall each bear sole responsibility for all taxes, assessments and other real property related levies on its owned or leased real
property, personal property (including software), franchise and privilege taxes on its business, and taxes based on its net
income or gross receipts.
11.
Confidentiality. Either party (“Disclosing Party”) may provide the other party (“Receiving Party”) with
confidential, non-public and/or proprietary materials and information, including Personal Data, in any form (collectively
“Confidential Information”). The Receiving Party shall maintain the confidentiality of the Confidential Information and
will not use or disclose such Confidential Information without the prior written consent of the Disclosing Party. At any time,
upon the Disclosing Party’s request, the Receiving Party shall return to the Disclosing Party all Confidential Information in
its possession. Whenever the Receiving party has the Disclosing Party’s Confidential Information, the Receiving Party will
implement policies and procedures designed to notify the Disclosing Party of any unauthorized access to or unauthorized use
or disclosure of the Disclosing Party’s Confidential Information. JPMC may disclose the Supplier’s Confidential Information
to regulatory or governmental bodies asserting jurisdiction over JPMC. In the event Supplier has access to any data
identifying or identifiable to an individual person (“Personal Data”), it shall comply with all Applicable Laws relating to
the collection, use, transfer, disclosure, retention, or other processing of such information. Supplier confirms that when it is
processing Personal Data it will act solely on the written instructions of JPMC, will have in place reasonable and appropriate
safeguards to protect the Personal Data, and will not transfer the Personal Data outside of country in which it was collected
without the prior approval of JPMC. Supplier will only use or reference JPMC Confidential Information and Personal Data
(including any aggregate or performance data) to provide the Deliverables and for no other purpose, and will require the same
of Supplier Personnel, all of whom must be bound by the confidentiality obligations and data use restrictions of this
Section 11. Supplier will not decrypt, unmask, identify or re-identify any JPMC Confidential Information or Personal Data
that is encrypted, masked or de-identified.
12.
Return or Destruction. Supplier will return or destroy, as required by JPMC, any of JPMC’s Confidential
Information within 30 days after the earlier of: (a) JPMC’s request; or (b) the date Supplier no longer requires that
Confidential Information to perform its obligations to JPMC.
13.
Term and Termination. The Ordering Form is effective from the Effective Date until terminated in accordance with
its terms. JPMC may terminate the Ordering Form for convenience, in whole or in part, at any time and without liability, by
giving Supplier at least 30 days’ prior written notice of the termination date. Upon termination, Supplier shall promptly
refund all fees paid in advance for Deliverables not yet provided. JPMC will pay Supplier for any accepted Deliverables
provided prior to the effective date of termination unless such payment is prohibited by law or subject to any applicable set-
off right. Either party may terminate any Ordering Form, as of the date specified in a notice of termination if the other party
materially breaches its obligations under the Ordering Form and does not cure that breach within 30 days after receiving the
non-breaching party’s notice.
14.
Supplier’s Representations and Warranties. Supplier represents and warrants that: (a) all services provided by
Supplier will be performed in a professional and businesslike manner by qualified personnel; (b) Supplier will comply with
all applicable laws, rules and regulations that apply to the Deliverables (and the use of the Deliverables) in any jurisdiction
to which Supplier delivered the Deliverables or which is specified on the Ordering Form (“Applicable Laws”); (c) it has
obtained and will maintain all rights, approvals and consents necessary to perform its obligations and grant all rights and
licenses granted under the Ordering Form and these T&Cs, including that the Deliverables and JPMC’s use of the Deliverables
do not and will not infringe, misappropriate or violate any Intellectual Property Rights of JPMC or any third party; (d) the
Deliverables and any systems Supplier uses to provide the services do not and will not contain any computer code that is
designed to disrupt, disable, harm, modify, delete or otherwise impede the operation of the Deliverables or any of JPMC’s
software, computer systems or networks (“JPMC Systems”); (e) neither Supplier nor any individual, entity, or organization
holding any material ownership interest in Supplier, nor any officer or director, is an individual, entity, or organization with
whom any United States law, regulation, or executive order prohibits United States companies and individuals from dealing,
including, without limitation, names appearing on the Specially Designated Nationals and Blocked Persons List (the “SDN
List”) and Supplier covenants to JPMC that it will not cause JPMC to be in violation of any regulation administered by the
U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); and (f) Supplier Personnel will (i) while
visiting or accessing JPMC’s facilities, comply with JPMC’s then-current safety and security procedures, including pre-
screening requirements, and other rules and regulations applicable to JPMC personnel at those facilities, (ii) comply with all
reasonable requests of JPMC personnel, as applicable, pertaining to personal and professional conduct, including Supplier
Personnel training requirements, comply with JPMC’s Supplier Code of Conduct, a current copy of which is located at
https://www.jpmorganchase.com/corporate/About-JPMC/ab-general-supplier-information.htm. To the extent Supplier is
providing, serving, or hosting Internet, email or portable device ready user interface elements or functionality, Supplier
represents and warrants that such elements and functionality will conform to the W3C Web Content Accessibility Guidelines
Version 2.1 Level A and AA Success Criteria (or any successor guidelines, as reasonably requested by JPMC in writing), as
well as any state or federal Laws applicable to Internet, email or portable
device accessibility including the U.S. Americans