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DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670 <br /> Non-Microsoft Products. <br /> Non-Microsoft Products are provided under separate terms by the Publishers of such products. Customer will have an <br /> opportunity to review those terms prior to placing an order for a Non-Microsoft Product through a Microsoft online store or <br /> Online Service. Microsoft is not a party to the terms between Customer and the Publisher. Microsoft may provide Customer's <br /> contact information and transaction details to the Publisher. Microsoft makes no warranties and assumes no responsibility or <br /> liability whatsoever for Non-Microsoft Products. Customer is solely responsible for its use of any Non-Microsoft Product. <br /> Verifying compliance. <br /> Customer must keep records relating to Products it and its Affiliates use or distribute.At Microsoft's expense, Microsoft may <br /> verify Customer's and its Affiliates'compliance with this Agreement at any time upon 30 days' notice. To do so, Microsoft may <br /> engage an independent auditor(under nondisclosure obligations)or ask Customer to complete a self-audit process. <br /> Customer must promptly provide any information and documents that Microsoft or the auditor reasonably requests related to <br /> the verification and access to systems running the Products. If verification or self-audit reveals any unlicensed use, Customer <br /> must,within 30 days, order sufficient licenses to cover the period of its unlicensed use.Without limiting Microsoft's other <br /> remedies, if unlicensed use is 5%or more of Customer's total use of all Products, Customer must reimburse Microsoft for its <br /> costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125%of the then-current Customer <br /> price or the maximum allowed under applicable law, if less.All information and reports related to the verification process will <br /> be Confidential Information and used solely to verify compliance. <br /> Privacy. <br /> a. Personal Data. Customer consents to the processing of Personal Data by Microsoft and its Affiliates, and their respective <br /> agents and subcontractors, as provided in this Agreement. Before providing Personal Data to Microsoft, Customer will obtain <br /> all required consents from third parties(including Customer's contacts, Partners,distributors, administrators, and employees) <br /> under applicable privacy and data protection laws. <br /> b. Location of Personal Data.To the extent permitted by applicable law, Personal Data collected under this Agreement may <br /> be transferred,stored and processed in the United States or any other country in which Microsoft or its Affiliates, or their <br /> respective agents and subcontractors, maintain facilities. Microsoft will abide by the requirements of European Economic <br /> Area and Swiss data protection law regarding the collection, use,transfer, retention, and other processing of Personal Data <br /> from the European Economic Area and Switzerland. <br /> Confidentiality. <br /> a. Confidential Information. "Confidential Information"is non-public information that is designated "confidential"or that a <br /> reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this <br /> Agreement, and Customer's account authentication credentials. Confidential Information does not include information that(1) <br /> becomes publicly available without a breach of a confidentiality obligation; (2)the receiving party received lawfully from <br /> another source without a confidentiality obligation; (3)is independently developed; or(4)is a comment or suggestion <br /> volunteered about the other party's business, products or services. <br /> b. Protection of Confidential Information. Each party will take reasonable steps to protect the other's Confidential <br /> Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. <br /> Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to- <br /> know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the <br /> use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, <br /> must promptly notify the other party.The Online Services Terms may provide additional terms regarding the disclosure and <br /> use of Customer Data. <br /> c. Disclosure required by law.A party may disclose the other's Confidential Information if required by law, but only after it <br /> notifies the other party(if legally permissible)to enable the other party to seek a protective order. <br /> d. Residual information. Neither party is required to restrict work assignments of its Representatives who have had access <br /> to Confidential Information. Each party agrees that the use of information retained in Representatives' unaided memories in <br /> the development or deployment of the parties' respective products or services does not create liability under this Agreement <br /> or trade secret law, and each party agrees to limit what it discloses to the other accordingly. <br /> Page 10 of <br />