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<br />and for any other business purpose, provided that the Usage Data does not contain any Personal
<br />Information or other user identifier and is not associated with Client or any User.
<br />8.3 Feedback. Client may provide reasonable feedback to ClearRisk including, but not limited to, suitability,
<br />problem reports, suggestions, enhancement request, recommendation, correction, and other information
<br />with respect to the operation of the ClearRisk Service (“Feedback”). Client hereby grants to ClearRisk a
<br />fully paid-up, royalty-free, worldwide, assignable, transferable, sublicenseable, irrevocable, perpetual
<br />license to use or incorporate into the ClearRisk Service, the Documentation and any other Clear Risk
<br />products or services, or for any other purposes, any Feedback provided by Client or its Users.
<br />9.Confidentiality
<br />9.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential
<br />and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving
<br />Party”), whether orally or in writing, that is designated as confidential or that reasonably should be
<br />understood to be confidential given the nature of the information and the circumstances of disclosure,
<br />including the terms and conditions of this Agreement (including pricing), the Service and Documentation,
<br />Client Data (which is the Confidential Information of the Client), business and marketing plans, technology
<br />and technical information, product designs, and business processes. Confidential Information shall not
<br />include any information that: (i) is or becomes generally known to the public without breach of any obligation
<br />owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing
<br />Party without breach of any obligation owed to the Disclosing Party; (iii ) was independently developed by
<br />the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from
<br />a third party without breach of any obligation owed to the Disclosing Party.
<br />9.2 Confidentiality. Subject to Section 9.4 below, and unless the Disclosing Party expressly agrees in writing
<br />otherwise, the Receiving Party will: (a) use the Disclosing Party’s Confidential Information only during the
<br />Term and only as necessary to perform the Receiving Party’s obligations under this Agreement; (b) disclose
<br />the Disclosing Party’s Confidential Information only to the Receiving Party’s directors, officers, agents,
<br />employees and authorized subcontractors and their employees and only to the extent that such disclosure
<br />is necessary to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under this
<br />Agreement. Client shall not disclose any performance, benchmarking, or feature-related information about
<br />the ClearRisk Service.
<br />9.3 Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party
<br />in the same manner that it protects the confidentiality of its own proprietary and confidential information of
<br />like kind (but in no event using less than reasonable care).
<br />9.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the
<br />Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the
<br />extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party
<br />wishes to contest the disclosure.
<br />9.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential
<br />Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party
<br />shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such
<br />acts, it being specifically acknowledged by the Parties that any other available remedies may be
<br />inadequate.
<br />9.6 Return of Confidential Information. Upon Disclosing Party’s written request upon expiration or termination
<br />of this Agreement (or at any earlier time upon written request by the Disclosing Party), the Receiving Party
<br />will: (a) promptly deliver to the Disclosing Party all originals and copies, in whatever form or medium, of all
<br />the Disclosing Party’s Confidential Information and all documents, records, data and materials, in whatever
<br />form or medium, containing such Confidential Information in the Receiving Pa rty’s possession, power or
<br />DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5
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