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CrowdStrike Form May 27 2019 6 of 17
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<br />5.3 Professional Services Subcontractors. If CrowdStrike requires the services of Subcontractors to perform any
<br />obligations under a Professional Services SOW, CrowdStrike shall inform Customer and CrowdStrike will not, without
<br />Customer’s prior consent, use any Subcontractors to perform any of the Professional Services under a SOW.
<br />Customer shall be entitled, in its sole discretion, to reject any proposed Subcontractor that Customer reasonably
<br />considers is not qualified to perform Professional Services under a SOW. CrowdStrike s hall be solely responsible if
<br />the acts or omissions of its Subcontractors cause CrowdStrike to breach any of its obligations under a SOW.
<br />CrowdStrike will impose appropriate contractual obligations upon any Subcontractors utilized under a SOW.
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<br />6. Data Security and Privacy. See Exhibit A.
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<br />7. Confidentiality.
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<br />7.1 Definitions. In connection with this Agreement, each party (“Recipient”) may receive Confidential Information
<br />of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. “Confidential
<br />Information” means non-public information in any form that is in the Recipient’s possession regardless of the method
<br />of acquisition that the Discloser designates as confidential to Recipient or should be reasonably known by the
<br />Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances
<br />surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of the
<br />public domain (other than by disclosure by Recipient in violation of this Agreement); (ii) previously known to Recipient
<br />without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient
<br />without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties without
<br />an obligation of confidentiality.
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<br />7.2 Restrictions on Use. Except as allowed in Section 7.3 (Exceptions), Recipient shall hold Discloser’s
<br />Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party,
<br />other than to its employees, and contractors, including without limitation, counsel, accountants, and financial advisors
<br />(collectively, “Representatives”), its Affiliates and their Representatives, subject to the other terms of this Agreement,
<br />and in each case who need to know such information and who are bound by restrictions regarding disclosure and
<br />use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use
<br />Discloser’s Confidential Information for any purpose other than as set forth in this Agreement. Recipient shall take
<br />the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but
<br />in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure,
<br />publication, or dissemination of the Discloser’s Confidential Information. Within 72 hours of Recipient becoming
<br />aware of the unauthorized use, disclosure, publication, or dissemination of the Discloser’s Confidential Information
<br />while in Recipient’s control, Recipient shall provide Discloser with notice thereof.
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<br />7.3 Exceptions. Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable
<br />law or regulation; (ii) pursuant to a subpoena or order of a court or regulatory, self -regulatory, or legislative body of
<br />competent jurisdiction; (iii) in connection with any regulator y report, audit, or inquiry; or (iv) where requested by a
<br />regulator with jurisdiction over Recipient. In the event of such a requirement or request, Recipient shall , to the extent
<br />legally permitted: (a) give Discloser prompt written notice of such requirement or request prior to such disclosure;
<br />and (b) at Discloser’s cost, a reasonable opportunity to review and comment upon the disclosure and request
<br />confidential treatment or a protective order pertaining thereto prior to Recipient making such disclosure. If the
<br />Recipient is legally required to disclose the Discloser’s Confidential Information as part of: (x) a legal proceeding to
<br />which the Discloser is a party but the Recipient is not; or (y) a government or regulatory investigation of the Discloser,
<br />the Discloser shall pay all of the Recipient’s reasonable and actual out of pocket legal fees and expenses (as
<br />evidenced by reasonably detailed invoices) and will reimburse the Recipient for its reasonable costs and fees of
<br />compiling and providing such Confidential Information, including, a reasonable hourly rate for time spent preparing
<br />for, and participating in, depositions and other testimony.
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<br />7.4 Destruction. Upon Discloser’s written request, Recipient shall use commercially reasonable efforts to destroy
<br />the Confidential Information and any copies or extracts thereof. However, Recipient, its Affiliates and their
<br />Representatives may retain any Confidential Information that: (i) they are required to keep for compliance purposes
<br />under a document retention policy or as required by applicable law, professional standards, a cour t, or regulatory
<br />agency; or (ii) have been created electronically pursuant to automatic or ordinary course archiving, back -up, security,
<br />or disaster recovery systems or procedures; provided, however, that any such retained information shall remain
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