Common use of Confidentiality; Security; Title to Data Clause in Contracts

Confidentiality; Security; Title to Data. (a) Except as required by law, each Party agrees to maintain as confidential and not to disclose to any third party any and all Confidential Information of the other Party, except that Seller may disclose such Confidential Information for the purpose of providing Services pursuant to this Agreement to any third parties that provide such Services; provided, that any such third party shall have agreed to be bound by this Section 8.2. However, nothing herein will be deemed to prevent the receiving Party from disclosing any Confidential Information received hereunder pursuant to any applicable law, regulation or court order or, in the case of Seller, any professional rule or standard; provided, further, that such receiving Party will immediately notify the disclosing Party of such required disclosure and shall use its reasonable commercial efforts to minimize or prevent such disclosure to the maximum extent allowed under any such applicable law, regulation, court order or professional rule or standard. (b) For so long as Buyer occupies a Location under this Agreement, Buyer and Seller shall comply with the confidentiality policies and procedures set forth in Schedule L hereto with respect to such Location. (c) Buyer acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) in any firmware or software owned by Seller, and the licenses therefor to which Seller is a party, by reason of Seller's provision of the Services hereunder. Buyer also acknowledges that, while it may continue to have access to databases existing on or accessible through the computer systems of Seller, Buyer will acquire no right, title or interest (d) Seller acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) in any firmware or software owned by Buyer, and the licenses therefor for which Buyer is a party, by reason of Seller's use or access thereto in connection with the provision of the Services provided hereunder. Seller also acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) to any databases existing on or accessible through the computer systems of Buyer, except to the extent expressly licensed by Buyer to Seller. Seller acknowledges that the information contained in all such databases, including information regarding clients of Buyer, shall be treated as Confidential Information of Buyer hereunder.

Confidentiality; Security; Title to Data. (a) Except The Consultant agrees that Confidential Information (as required defined herein) furnished by lawthe Corporation to the Consultant or its principals, each Party agrees to maintain as officers, directors, employees, agents, successors and assigns (together with the Consultant, the “Consultant Parties”), shall be kept strictly confidential and shall be protected by the Consultant Parties with the same degree of care, but with no less than a reasonable degree of care, as the Consultant Parties uses with respect to their own similar information. The Consultant Parties shall not make or suffer to disclose be made (1) any use of Confidential Information not authorized in this Agreement, (2) any communication of Confidential Information to any third party party, or (3) any and all publication of Confidential Information; provided, however, that the Consultant Parties may disclose the Confidential Information of to its employees or representatives (i) who need to know the other Party, except that Seller may disclose such Confidential Information for the purpose purposes of providing Services pursuant the Consulting Services, (ii) who are informed by the Consultant Parties of the confidential nature of the Confidential Information, and (iii) who agree to act in accordance with the terms of this Agreement Article 9. (b) The Consultant Parties will have no obligation with respect to any third parties that provide such Services; provided, that any such third party shall have agreed to be bound by this Section 8.2. However, nothing herein will be deemed to prevent the receiving Party from disclosing any Confidential Information received hereunder which is (1) in the public domain at the time of disclosure, or is subsequently made available to the public at no fault of the Consultant Parties without restriction by discloser; (2) independently developed by the Consultant Parties without a breach of this Agreement, and there is adequate documentation to demonstrate such condition; (3) used or disclosed with the prior written approval of the Corporation; or (4) disclosed without restriction to the Consultant Parties from another source. The Consultant Parties may also disclose the Confidential Information pursuant to any applicable law, regulation or court order orlegal process, but only if the Consultant Parties (i) first promptly notifies the Corporation of the requirement or request for disclosure, (ii) upon the request and at the expense of the Corporation, reasonably cooperates with the Corporation in contesting such disclosure, and (iii) thereafter only discloses the case of Seller, any professional rule or standard; provided, further, that such receiving Party will immediately notify the disclosing Party of such required disclosure and shall use its reasonable commercial efforts to minimize or prevent such disclosure Confidential Information to the maximum extent allowed under legally required. If any such applicable lawportion of the Confidential Information falls within any one of the above exceptions, regulation, court order or professional rule or standard. (b) For so long as Buyer occupies a Location under this Agreement, Buyer the remainder shall continue to be subject to the foregoing prohibitions and Seller shall comply with the confidentiality policies and procedures set forth in Schedule L hereto with respect to such Locationrestrictions. (c) Buyer acknowledges that it will acquire no rightThe Consultant Parties shall only make such copies of the Corporation’s Confidential Information as are reasonable and necessary in carrying out the purpose of this Agreement. Upon request of the Corporation or termination of this Agreement, title whichever occurs first, the Consultant Parties shall promptly return or interest destroy (including with proof of such destruction) all Confidential Information and any license copies thereof; provided however, (i) the Consultant Parties may maintain a single copy of the Confidential Information in its legal archives for the sole purpose of determining the scope of its rights or rights of use) in any firmware or software owned by Sellerand obligations incurred under this Agreement, and (ii) the licenses therefor provisions of this section shall not apply to which Seller is a party, by reason copies of Seller's provision electronically exchanged Confidential Information generated in the ordinary course of the Services hereunder. Buyer also acknowledges thatConsultant Parties’ information systems procedures, while it copies of Confidential Information made as a matter of routine information technology backup and Confidential Information or copies thereof which must be stored by the Consultant Parties according to provisions of mandatory law or internal compliance guidelines, and provided that the Confidential Information or copies thereof covered in (i) and (ii) shall be subject to continuing confidentiality obligations according to the terms and conditions set forth herein until returned and/or destroyed, as the case may continue to have access to databases existing on or accessible through the computer systems of Seller, Buyer will acquire no right, title or interestbe. (d) Seller The Consultant Parties’ duty to protect Confidential Information under the terms of this Agreement shall survive for three (3) years from the expiration or earlier termination of this Agreement, except that the Consultant Parties shall comply with the provisions of this Article 9 with regard to personally identifiable information and trade secrets for so long as such are held or stored by or on behalf of the Consultant Parties. (e) The Consultant acknowledges and agrees that it will acquire no rightmonetary damages might not be a sufficient remedy for any breach or threatened breach of this Article 9. As a result, title in addition to all other remedies available at law, the Corporation may be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or interest threatened breach. (f) For the purposes of this section, “Confidential Information” shall mean all materials, documents, programs, data and information that may be disclosed by or between the parties whether in written, oral, electronic, website-based, or other form, or whether received visually, and which is known to be or which in context and due to the nature of the information may be reasonably expected to be (1) originated by or otherwise peculiarly within the knowledge of the Corporation or any affiliate, and (2) currently protected by the Corporation or any affiliate against unrestricted disclosure to others. Confidential Information shall include, but not be limited to, and whether technical or non-technical and tangible or intangible, any and all trade secrets, tax and financial information, product and roadmap information, marketing plans, financial/pricing information, customer and vendor related data, services/support, business and contractual relationships, business forecasts, other business information, staffing information, employee data and information (including any license rights or rights personally identifiable information), cost and pricing information, strategies, products, processes, methods, ideas, concepts, discoveries, designs, drawings, plans, notes, works of use) in any firmware or software owned by Buyerauthorship, specifications, techniques, practices, models, samples, diagrams, source code and other code, software, programs, know-how, technical data, research and development, charts, readings, logs, interpretations, extractions, mappings and integrations, production data, test data, log data, images, plots and formulae, inventions, and the licenses therefor for which Buyer is a party, by reason of Seller's use or access thereto in connection with the provision of the Services provided hereunder. Seller also acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) to any databases existing on or accessible through the computer systems of Buyer, except to the extent expressly licensed by Buyer to Seller. Seller acknowledges that the information contained in all such databases, including information regarding clients of Buyer, shall be treated as Confidential Information of Buyer hereunderpatent disclosures.