Page 555 - Onboarding May 2017

23.0 REPRESENTATIONS AND WARRANTIES

23.1 Representations and Warranties.
Distributor represents and warrants that it is a corporation duly organized, validly existing
and in good standing under the laws of its state of incorporation. Distributor has the power
to own its properties, to carry on its business as now being conducted by it, and to execute,
deliver and perform this Agreement.

Operator represents and warrants to that it is a corporation duly organized, validly existing
and in good standing under the laws of its state of incorporation. Operator has the power to
own its properties, to carry on its business as now being conducted by it, and to execute,
deliver and perform this Agreement.

Each party represents and warrants that:

(a) This Agreement is a valid and binding obligation of the party, enforceable against it
in accordance with its terms, except as may be limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting creditors’
rights generally, and further subject to general equity principles.

(b) There is no action, suit or proceeding pending or, to the knowledge of the party,
threatened against or affecting the party, which if decided adversely to the party, may
reasonably be expected to have a material adverse effect on the party’s ability to
perform its obligations under to this Agreement.

24.0 CONFIDENTIALITY

24.1 Confidentiality.
Each party acknowledges that while performing its obligations under this Agreement it
may have access to the other party’s Confidential Information. With respect to all
Confidential Information, the parties agree as follows:

(a) The receiving party may use the Confidential Information only to perform its
obligations under this Agreement. The receiving party must use the same care to
protect the disclosing party’s Confidential Information as it uses to protect its own
Confidential Information. In no event will the receiving party fail to use reasonable
care to avoid unauthorized use, including disclosing party’s Confidential Information.

(b) Operator may disclose Distributor’s Confidential Information to its agents,
contractors and legal representatives or CSCS, if they have a need to know and an
obligation to protect the Confidential Information that is at least as restrictive as this
Agreement. Distributor may disclose Operator’s Confidential Information to its
agents, contractors and legal representatives if they have a need to know and
obligation to protect the Confidential Information that is at least as restrictive as this
Agreement.

(c) Neither party will disclose to the other party any confidential information of a third

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