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IX. CONFIDENTIALITY. <br />A. Confidential Information. The services and work product exchanged by <br />the PARTIES under this AGREEMENT are to be used exclusively to carry <br />out the terms, conditions, and purposes set forth herein. The PARTIES <br />acknowledge that during the term of this AGREEMENT, they may each <br />exchange CONFIDENTIAL INFORMATION. Except as otherwise <br />provided herein or as required by applicable law, the PARTIES understand <br />and agree that they will not distribute, use, or rely upon CONFIDENTIAL <br />INFORMATION received from the other without the permission of the <br />DISCLOSING PARTY. <br />1. Ownership. Except as otherwise provided in this AGREEMENT, <br />CONFIDENTIAL INFORMATION is and remains the absolute and <br />exclusive property of the DISCLOSING PARTY and/or its affiliates, <br />and is its unique and variable asset. Unless otherwise authorized by this <br />AGREEMENT, no copies of CONFIDENTIAL INFORMATION shall <br />be made without the written permission of the DISCLOSING PARTY. <br />The PARTIES agree that, except as otherwise provided herein, they will <br />not directly or indirectly communicate, divulge, or otherwise disclose <br />any of the other’s CONFIDENTIAL INFORMATION to any <br />unauthorized person, firm, or corporation, and shall prevent, to the best <br />of their ability, the unauthorized disclosure of such CONFIDENTIAL <br />INFORMATION to others. <br />2. Exclusions. The following types of information shall not be considered <br />confidential: <br />(a) Information in the public domain or that becomes a part of the public <br />domain, other than as a result of a breach of the confidentiality <br />provisions of this AGREEMENT; <br />(b) Information that is independently developed by either PARTY as <br />demonstrated by the PARTY’S records; <br />(c) Any item or data forming part of the CONFIDENTIAL <br />INFORMATION that is lawfully known by the RECIPIENT <br />PARTY, without any obligation of confidentiality or other <br />restriction on use or disclosure, prior to the provision of such <br />information by DISCLOSING PARTY; or <br />(d) Information that is disclosed by a third party whom the RECIPIENT <br />PARTY has no reason to believe has any confidentiality or fiduciary <br />obligation to the owner of such information. <br />B. Legal Process of Compulsion. Either PARTY is entitled to release <br />CONFIDENTIAL INFORMATION as required to prosecute or defend any <br />claim under this AGREEMENT; provided however, that the PARTY <br />seeking to enforce this AGREEMENT shall take all reasonable steps <br />Docusign Envelope ID: 900D8F9B-814C-40AE-852C-9F135EC6ECAE