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<br />terms no less restrictive than as set forth in this Agreement. The parties acknowledge and agree that the terms of any
<br />previously executed confidentiality or nondisclosure agreements shall remain in effect with respect to the information
<br />exchanged thereunder.
<br />7.2 Security Precautions. The Receiving Party shall take commercially reasonable security precautions to
<br />prevent unauthorized use and disclosure of the Trade Secrets and Confidential Inform ation of the Disclosing Party and shall
<br />use at least the same degree of care the Receiving Party employs with respect to its own Trade Secrets and Confidential
<br />Information, but in no event less than a reasonable standard of care. The Receiving Party shall not permit unauthorized
<br />access to the Trade Secrets or Confidential Information of the Disclosing Party.
<br />7.3 Duration and Exceptions. With regard to Confidential Information, the obligations in this Section 7 shall
<br />continue for the Term and for a period of five (5) years thereafter. With regard to Trade Secrets, the obligations in this
<br />Section 7 shall continue for so long as such information constitutes a trade secret under applicable law, but in no event les s
<br />than the Term and for a period of five (5) years thereafter. The Receiving Party’s obligations with respect to Trade Secrets
<br />and Confidential Information of the Disclosing Party shall not apply to the extent such Trade Secrets or Confidential
<br />Information: (a) are previously known to the Receiving Party without restriction on disclosure; (b) cease to be secret or
<br />confidential except by reason of a breach of this Agreement by the Receiving Party; (c) are independently developed by the
<br />Receiving Party without reference to the Trade Secrets or Confident ial Information of the Disclosing Party; or (d) were
<br />received from a third party without obligations of confidence and without breach of this Agreement. In addition, the
<br />Receiving Party may disclose Trade Secrets and Confidential Information of the Disclo sing Party to the extent such
<br />disclosure is required by applicable law or by any governmental authority, provided the Receiving Party notifies the
<br />Disclosing Party, if permitted by law, of the applicable legal requirements before such disclosure occurs so as to enable the
<br />Disclosing Party to obtain such protection as may be available to preserve the confidentiality of such information.
<br />
<br />
<br />8. Intellectual Property Rights.
<br />8.1 Rubicon’s Intellectual Property. Rubicon (or its licensors) retains title to the Subscribed Services, System,
<br />and Documentation, and all modifications, alterations, derivative works, and enhancements thereto, and all copies thereof and
<br />Intellectual Property Rights therein. Except as specified herein, Client does not acquire any rights , express or implied, in the
<br />Subscribed Services, System or Documentation, and has no right to commercialize or transfer the Subscribed Services,
<br />System or Documentation, in whole or in part. No license, right or Intellectual Property Right in any Rubicon trademark,
<br />trade name or service mark is granted pursuant to this Agreement. Subject only to the following, title to all Work Product
<br />will at all times remain the sole and exclusive property of Rubicon or its licensors; provided that Rubicon shall not ob tain any
<br />ownership rights in any Client Content provided by, or on behalf of, Client. Upon request, Client agrees to execute such
<br />documents as may be reasonably requested by Rubicon to secure Rubicon’s rights in and to the foregoing. Rubicon hereby
<br />grants Client during the term of the applicable Order a non-exclusive, royalty free (subject only to the fees provided for in a
<br />Statement of Work), limited right and license to copy, use, modify and sub -license all Work Product.
<br />8.2 Client Content. Client shall own all Client Content. Client shall have sole responsibility for the accuracy,
<br />completeness, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership and right
<br />to use all Client Content, and Rubicon shall not be responsible or liable for the deletion, correction, destruction, damage, loss
<br />or failure to store Client Content for any reason. Rubicon does not warrant the correctness, completeness, merchantability o r
<br />fitness for a particular purpose of any Client Content, and Client shall hold Rubicon harmless from any and all third -party
<br />claims arising out of Client’s use or dissemination of any such Client Content. In the event this Agreement is terminated
<br />(other than by reason of Client’s breach), Rubicon will make available to Client a file of the Client Content in its possession,
<br />if any, within thirty (30) following Client’s request; provided such request is made within thirty (30) days following
<br />termination of the Agreement. Rubicon reserves the right to (a) withhold, remove and/or discard Client Content in its
<br />possession, if any, in the event Client breaches this Agreement, including, without limitation, non -payment of fees and
<br />charges; and (b) purge and delete Client Content, if any, in its possession if Client fails to request such Client Data within
<br />thirty (30) days following termination of this Agreement.
<br />8.3 License to Client Content. Client hereby grants to Rubicon the non-exclusive right and license to (a)
<br />receive, retrieve, process, use and transmit any Client Content necessary or reasonably desirable to perform the Subscribed
<br />Services or other services; (b) use, copy, manipulate and store any Client Content that will be archived, stored or otherwise
<br />transmitted in connection with the Subscribed Services or other services; and (c) to aggregate Client Content and data with
<br />content and data from other clients (“Data Aggregations”) for purposes including, without limitation, product and service
<br />DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6
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