4.6 SR 12-02-2024 - Laserfiche WebLink

Home Browse Search

property rights contained in the Feedback,for any purpose whatsoever,although LIV is not required to use any Feedback. SECTION 8.CONFIDENTIAL INFORMATION 8.1 Definition.From time to time during the Term,one party may disclose or make available to the other information about the disclosing party ’s business affairs,products, confidential intellectual property,trade secrets,third-party confidential information,and other sensitive or proprietary information,whether orally or in written,electronic,or other form or media,and whether or not marked,designated or otherwise identified as “confidential” (collectively,“Confidential Information”).Confidential Information does not include information that,at the time of disclosure is:(a)in the public domain;(b)known to the receiving party at the time of disclosure,as demonstrated by the receiving party ’s written records;(c)rightfully obtained by the receiving party on a non-confidential basis from a third party;or (d) MASTER SERVICES AGREEMENT -8 56428.0002.14325562.1 independently developed by the receiving party without reliance on the disclosing party ’s Confidential Information. 8.2 Nondisclosure and Nonuse. 8.2.1 The receiving party shall not disclose the disclosing party ’s Confidential Information to any person or entity,except to the receiving party ’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations under this Agreement.Further,the receiving party shall not,without the disclosing party’s prior written permission use Confidential Information for purposes other than internal evaluation for so long as the Confidential Information must be maintained confidential,or analyze,disassemble for reverse engineering,or otherwise attempt to identify the intrinsic nature of any of the disclosing party ’s Confidential Information. 8.2.2 Notwithstanding the foregoing,the receiving party may disclose Confidential Information to the limited extent required (i)in order to comply with the order of a court or other governmental body,or as otherwise necessary to comply with applicable law;or (ii)to establish the receiving party ’s rights under this Agreement,including to make required court filings. 8.2.3 On the expiration or termination of the Agreement,the receiving party shall promptly return to the disclosing party all copies,whether in written,electronic,or other form or media,of the disclosing party’s Confidential Information,or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. 8.2.4 The parties’respective obligations of non-disclosure and non-use with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of each disclosure of Confidential Information to the receiving party;provided, however,with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law),such obligations of non-disclosure will survive the Page 128 of 211