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Unified Master Services Agreement Page 4 | 10 v.13.0 2.2.2022
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<br />or received by one party (the "receiving party") from or on behalf of the other party (the "disclosing party") under
<br />this Agreement, however manifested or communicated, including, without limitation, methods, processes, technical
<br />documentation, know-how, trade secrets, plans, pricing lists, strategies, research and development, analyses, business
<br />plans, techniques, software, formulations, data, employee information, Documentation, consumer reports,
<br />investigative consumer reports, or other proprietary or non -public information. Notwithstanding the foregoing,
<br />“Confidential Information” will not include any information that (a) is or becomes a part of the public domain other
<br />than through the act or omission of the receiving party, (b) is lawfully in the possession of the receiving party prior to
<br />it being provided by the disclosing party; (c) is lawfully disclosed to the receiving party by a third party that does not
<br />have an obligation of confidentiality to the disclosing party; or (d) is independently developed by the receiving party
<br />without use of the disclosing party’s Confidential Information. The receiving party agrees that it will not use or
<br />disclose the Confidential Information except as provided in this Agreement. The receiving party may disclose
<br />Confidential Information to its and its affiliates’ and subsidiaries’ employees, officers, directors, agents, contractors,
<br />and representatives, including, without limitation, legal counsel (collectively "Representatives") who have a need to
<br />know the information and are bound by an enforceable contractual or ethical duty of confidentiality to the receiving
<br />party.
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<br />3.5. Nothing contained in this Agreement shall prohibit the receiving party from disclosing Confidential
<br />Information as Required by Law or pursuant to a court order, valid subpoena, or investigation by a government body
<br />or regulatory agency having jurisdiction over the receiving party or the disclosing party; provided, however, that prior
<br />to any such disclosure, the receiving party shall (a) give written notice to the disclosing party (unless prohibited by
<br />law) as soon as reasonably practicable and reasonably cooperate in any action by the disclosing party to challenge the
<br />disclosure of the Confidential Information ; and (b) limit the scope of disclosure of Confidential Information to that
<br />which is legally required.
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<br />3.6. Client agrees that, notwithstanding anything in this Agreement to the contrary, Vendor may, subject to all
<br />restrictions and consent requirements Required by Law, at all times access, analyze, process, store, maintain, retain,
<br />use, disclose, create derivative works of, transfer, and copy any or all information or data collected, compiled,
<br />accessible, produced, or received under or in connection with this Agreement or the Services, including, without
<br />limitation, Confidential Information, without crediting or compensating Client or any other person or entity, as
<br />follows: (a) to perform, provide, or make available the Services or as permitted or required by this Agreement; (b) as
<br />Required by Law; (c) for legal, accounting, regulatory, and data analysis purposes of Vendor and its successors and
<br />assigns, including, without limitation, (i) to respond to disputes by Client or any individual regarding any alleged
<br />incompleteness or inaccuracy in any consumer report or investigative consumer report; (ii) to provide copies of an
<br />individual’s file to the applicable individual upon request; (iii) to respond to, defend, initiate, and prosecute litigation,
<br />actions, claims, or proceedings; (iv) to respond to court, regulatory agency, or other subpoenas or orders; or (v) to
<br />respond to inquiries or requests for information from Client or the individual with respect to whom the information
<br />relates; (d) as instructed, agreed, consented to, or authorized by Client; (e) as instructed, agreed, consented to, or
<br />authorized by the individual with respect to whom the information relates, by any legal consent, including but not
<br />limited to, through a consent application that the individual utilizes to manage, own, maintain, co ntrol, and share their
<br />personal identifying information; (f) to the purchaser of or successor to all or substantially all of the assets or business
<br />of Vendor; or (g) to send to Client or the individual with respect to whom the information relates updates, notices,
<br />marketing announcements, and information regarding Vendor or the Services, including but not limited to, important
<br />updates and notices regarding maintenance or downtime. Vendor agrees to abide by any applicable limitations on re-
<br />disclosure of personally identifiable information from education records set forth in FERPA.
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<br />3.7. Notwithstanding anything contained in this Agreement to the contrary, Vendor may at all times store,
<br />maintain, retain, analyze, access, use, disclose, reproduce, copy, publicize, create derivative works from, or process
<br />Aggregate Data, without restriction and without crediting or compensating Client or any other person or entity.
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<br />4. Termination: Unless earlier terminated as provided for herein, this Agreement will remain in effect until the
<br />expiration or termination of all obligations under any Service Order. This Agreement may be terminated as follows:
<br />(a) by either party for convenience by providing thirty (30) days written notice ; (b) by either party if the other party
<br />breaches any provision of this Agreement and such breach is not cured within fifteen (15) days after delivery of notice
<br />to the breaching party, which must specify the details of the breach and indicate the party’s intent to terminate this
<br />Agreement if the breach is not timely cured; or (c) by either party immediately and without further notice in the event
<br />that any voluntary or involuntary bankruptcy, insolvency, receivership, or other similar proceeding is commenced by
<br />Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A
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