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<br />9.2 Protection of Confidential Information. Except as expressly authorized herein, the Receiving Party will (a)
<br />hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for
<br />any purpose other than fulfilling its obligations, and exercising its rights, under this Agreement. The Receiving Party will limit
<br />access to the Confidential Information to Authorized Users (with respect to Customer) or to personnel and contractors who
<br />have a need to know such information for the purpose of the performance of the Receiving Party’s obligations or exercising
<br />its rights under this Agreement, who have confidentiality obligations no less restrictive than those set forth herein, and who
<br />have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing
<br />Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own
<br />proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request
<br />or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or
<br />permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not
<br />have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party
<br />its compliance with this sentence.
<br />9.3 Exceptions. The confidentiality obligations set forth in Section 9.2 will not apply to any information that (a)
<br />is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully
<br />provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the
<br />Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can
<br />demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving
<br />Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential
<br />Information (i) to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this
<br />Agreement or is required by law (including, without limitation, freedom of information laws) or by the order of a court or
<br />similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies
<br />the Disclosing Party in writing of such required disclosure to the extent permitted by law, cooperates with the Disclosing Party
<br />if the Disclosing Party seeks an appropriate protective order, discloses no more information that is legally required, and in
<br />the case of disclosure required by freedom of information laws, Customer agrees to afford all confidentiality protections
<br />available under applicable law to such Confidential Information of Remix prior to disclosing it pursuant to such laws, including,
<br />without limitation, by providing Remix notice of freedom of information requests for such Confidential Information, the
<br />opportunity to object to Customer’s disclosure thereof, and notice of Customer’s disclosure determinations; and (ii) to its
<br />attorneys, accountants, professional advisors, and actual or potential lenders, investors or acquirers so long as such parties
<br />are bound by confidentiality obligations no less restrictive than those set forth herein.
<br />10. INDEMNIFICATION
<br />10.1 By Remix. Remix will defend at its expense any claim brought against Customer insofar as such claim is
<br />based on a claim by any third party alleging that the Remix Solution infringes such third party’s patent, copyright or trademark
<br />rights under applicable laws of any jurisdiction within the United States of America, and will indemnify and hold harmless
<br />Customer from and against any damages, expenses and costs finally awarded against Customer or agreed in settlement by
<br />Remix (including reasonable attorneys’ fees and costs) resulting from such claim. If any portion of the Remix Solution
<br />becomes, or in Remix’s opinion is likely to become, the subject of a claim of infringement, Remix may, at Remix’s option: (a)
<br />procure for Customer the right to continue using the Remix Solution; (b) replace the Remix Solution with non-infringing
<br />software or services which do not materially impair the functionality of the Remix Solution; (c) modify the Remix Solution so
<br />that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of
<br />the term then in effect, and upon such termination, Customer will immediately cease all use of the Remix Solution and
<br />Documentation. Notwithstanding the foregoing, Remix will have no obligation under this Section 10.1 or otherwise with
<br />respect to any infringement claim based upon (i) any use of the Remix Solution not in accordance with this Agreement or as
<br />specified in the Documentation; (ii) any use of the Remix Solution in combination with other products, equipment, software
<br />or data not supplied by Remix; (iii) any modification of the Remix Solution by any person other than Remix or its authorized
<br />agents; or (iv) Customer’s settlement or admission with respect to any claim without Remix’s prior written consent (each an
<br />“Exclusion”). This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of Remix, or any of
<br />its officers, directors, employees, shareholders, contractors, suppliers or representatives, for infringement claims and actions.
<br />10.2 By Customer. Customer will defend at its expense any claim brought against Remix insofar as such claim is
<br />based on a claim by any third party arising from or relating to the Customer Data, the breach or alleged breach by Customer
<br />of Section 5.2 (Customer Warranties), or any Exclusion, and Customer will indemnify and hold harmless Customer from and
<br />against any damages, expenses and costs finally awarded against Customer or agreed in settlement by Customer (including
<br />reasonable attorneys’ fees and costs) resulting from such claim.
<br />DocuSign Envelope ID: 7D193E84-19B0-44EA-869F-A0805D3FC7A8
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