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4 4.1.Fees.Customer shall pay Polco the fees (“Fees”)for the Services on or prior to the date due set forth on Schedule A,which shall be payable to Polco in US dollars in the amounts and pursuant to the payment schedules set forth on Schedule A.To the extent Fees are not set forth on Schedule A,Polco may,in its sole discretion,modify and increase Fees upon providing written notice to Customer at least sixty (60)calendar days prior to the commencement of any Renewal Term,and the applicable Schedule A will be deemed amended accordingly.All amounts payable to Polco under this Agreement shall be paid by Customer to Polco in full without any setoff,recoupment,counterclaim,deduction,debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). 4.2.Taxes.All fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments.When legally permitted,Customer is responsible for all sales,use and excise taxes,and any other similar taxes,duties and charges of any kind imposed by any federal,state or local governmental or regulatory authority on any amounts payable by Customer hereunder,other than any taxes imposed on Polco’s income. 5.Intellectual Property Rights. 5.1.Ownership of Services and Polco Materials.All right,title and interest in and to the Services, Polco Materials and the Resultant Data,including all Intellectual Property Rights therein,are and will remain with Polco.Customer has no right,license or authorization with respect to any of the Services or Polco Materials except as expressly set forth in Section 3.1.All other rights in and to the Services and Polco Materials are expressly reserved by Polco and the respective third-party licensors.In furtherance of the foregoing,Customer hereby unconditionally and irrevocably grants to Polco an assignment of all right,title and interest in and to the Resultant Data,including all Intellectual Property Rights relating thereto. 6.Confidentiality. 6.1.Confidential Information.In connection with this Agreement,each party (as the "Disclosing Party")may disclose or make available Confidential Information to the other party (as the "Receiving Party")."Confidential Information"means information in any form or medium (whether oral,written, electronic or other)that the Disclosing Party considers confidential or proprietary,in each case whether or not marked,designated or otherwise identified as "Confidential".Without limiting the foregoing,all Polco Materials are the Confidential Information of Polco.Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:(a)was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement;(b)was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement;(c)was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not,at the time of such receipt,under any obligation to maintain its confidentiality;or (d)was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 6.2.Protection of Confidential Information.As a condition to being provided with any disclosure of or access to Confidential Information,the Receiving Party shall for three (3)years after the Term:(a)not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;(b)not disclose or permit access to Confidential Information other than to its Representatives who:(i)need to know such Confidential Information for purposes of performing obligations under and in accordance with this Agreement;(ii)are informed of the confidential nature of the Confidential Information and bound by written confidentiality and restricted use obligations at least as protective as the terms set forth in this Section 6.2;(c)safeguard the Confidential Information from unauthorized use,access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care;and (d) ensure its Representatives'compliance with,and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 6.