2024-08-14 CC Packet - Laserfiche WebLink

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14.5 Permitted Use and Disclosure. Recipient shall use Confidential Information only for the purpose of, and in connection with, (i) where Arete is the Recipient, to perform Services under the Agreement; and (ii) where Client and Counsel are the Recipients, to receive the benefit of the Services under this Agreement. Recipient may disclose Confidential Information to its directors, officers, employees, contractors, advisors, and agents (collectively, ÐRepresentativesÑ), so long as such individuals have a need to know in their work for Recipient in furtherance of the potential or continued business transaction or relationship and are bound by obligations of confidentiality at least as restrictive as those imposed on Recipient in this Agreement. 14.6 No Reverse Engineering. The Recipient or its representatives may not reverse engineer, disassemble, or decompile anyprototypes, software, or other tangible objects that embody the ConveyorÓs Confidential Information and that are provided to the Recipient under this Agreement. 14.7 Protection Period. The Recipient shall, and shall require its Representatives to, maintain th e confidentiality and security of the ConveyorÓs Confidential Information until the earlier of: (i) such time as all Confidential Information of the Conveyor disclosed under this Agreement becomes publicly known and is made generally available through no action or inaction of the Recipient or (ii) the fifth anniversary of the disclosure. However, to the extent that the Conveyor has disclosed information to the Recipient that constitutes a trade secret under law, the Recipient shall protect that trade secretfor as long as the information qualifies as a trade secret. 14.8 Data Protection. Notwithstanding Section 10.2, Performing Party agrees and acknowledges that in the course of performing the Services it may possess in systems at Receiving PartyÓs facility electronically stored information (ÐStored InformationÑ) that satisfies the definition of Confidential Information. Performing Party agrees to use commercially reasonable efforts to protect such information from the access or acquisition of such data by an unauthorized third party. To the extent that the Performing Party utilizes the services of a subcontractor, Performing Party acknowledges that this Section 14 applies equally to any subcontractor and Performing Party warrants that any subcontractor will possess a level of security and data protection equal to the Performing Party. 14.9 Irreparable Harm. The Parties acknowledge that the Confidential Information under this Agreement may constitute unique, valuable and special trade secret and business information of the Conveyor, and that disclosure thereof may cause irreparable injury to the Conveyor. Accordingly, the Parties acknowledge and agree that monetary damages may not be adequate in the event of a default of this Section 14 by the Recipient and, therefore, that the Conveyor may be entitled to injunctive or other affirmative relief and/or to terminate this Agreement, without such constituting an election of remedies. 14.10 Return of Confidential Information. If a Conveyor requests, the Recipient shall, and shall cause each Recipient Representative to promptly (and no later than thirty (30) days after the request) return all Confidential Information to the Conveyor and destroy all Derivative Material and, within thirty (30) days of this destruction, provide a written certificate to the Conveyor confirming this destruction. /ƚƓŅźķĻƓƷźğƌLƓŅƚƩƒğƷźƚƓ tğŭĻ΋В www.areteir.com