Common use of CONFIDENTIALITY; PROPRIETARY RIGHTS Clause in Contracts

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data (hereinafter collectively referred to as “Confidential Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services) or, subject to Section 3.4, divulge to any third person any such Confidential Information. The Receiving Party agrees to promptly notify the Disclosing Party of any request for Confidential Information made by a third party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law, so long as the Receiving Party (i) notifies the Disclosing Party of such requirement prior to disclosure; and (ii) provides reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical technical, or financial information relating to the Disclosing Party’s business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data their business (hereinafter collectively referred to as “Confidential Proprietary Information”). Proprietary information includes any and all information disclosed by either party (the “Disclosing Party’) to the other (the “Receiving Party”), which is marked “confidential” or “proprietary” or which should reasonably be understood by the Receiving Party to be confidential or proprietary. Proprietary Information of Ribbon includes non-public information regarding features, functionality, and performance of the Disclosing Partyservices. Proprietary Information of Customer includes non-public data provided by Customer to Ribbon to enable the provision of the services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the Servicesservices or as otherwise permitted herein) or, subject to Section 3.4, or divulge to any third person any such Confidential Proprietary Information. The Receiving Party agrees to promptly notify the Disclosing Party of any request for Confidential Information made by a third party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party Party, or (e) is required to be disclosed by law, so long as the Receiving Party (i) notifies the Disclosing Party of such requirement prior to disclosure; and (ii) provides reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 6.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data business (hereinafter collectively referred to as “Confidential Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the ServicesServices or as otherwise permitted herein) or, subject to Section 3.4, or divulge to any third person any such Confidential Proprietary Information. The Disclosure of Proprietary Information shall be restricted to those individuals who are participating in the performance of this Agreement and have entered into written agreements with the Receiving Party agrees to promptly notify with confidentiality obligations at least as strict as those set forth in this Agreement. Each party shall return or destroy all such Proprietary Information of the Disclosing Party other upon request of any request for Confidential Information made by a third partythe other party or upon the termination of this Agreement. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, so long as the Receiving Party (i) notifies the Disclosing Party of such requirement prior to disclosure; and (ii) provides reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party party, as a recipient of information (the “Receiving Party”) understands that the other disclosing party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data business (hereinafter collectively referred to as “Confidential Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the ServicesServices or as otherwise permitted herein) or, subject to Section 3.4, or divulge to any third person any such Confidential Proprietary Information. The Receiving Party agrees to promptly notify the Disclosing Party of any request for Confidential Information made by a third party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third third-party, or (d) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Notwithstanding anything to the contrary, so long as there shall be no expiration or termination to the obligation of confidentiality owed by the Receiving Party (i) notifies the Disclosing Party of such requirement prior hereunder as to disclosure; and (ii) provides reasonable assistance to any trade secret shared by the Disclosing Party, at . Nothing in the Disclosing PartyAgreement will be construed to convey any title or ownership rights of a party’s cost, in obtaining or opposing a protective order. Should Proprietary Information to the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to discloseother.

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data business (hereinafter collectively referred to as “Confidential Proprietary Information” of the Disclosing Party). Proprietary Information will not, however, include any information which (i) was or becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (ii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iii) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Proprietary Information, as shown by documents and other competent evidence in the Receiving Party’s possession. The Receiving Party agrees: (ia) to take reasonable precautions to protect such Confidential Proprietary Information, ; and (iib) not to use (except in performance of the ServicesServices or as otherwise permitted herein) or, subject to Section 3.4, divulge or disclose to any third person any such Confidential Proprietary Information. The Receiving Party agrees to promptly notify the Disclosing Party of any request for Confidential Information made by a third party. The Disclosing Party agrees that the foregoing shall will not apply with respect to any information after five (5) 5 years following the disclosure thereof or any information that the Receiving Party can documentits disclosure. Rever owns and retains all right, title and interest in and to: (ax) is Rever Technology, all improvements, enhancements or becomes generally available to the publicmodifications thereto; (y) any software, applications, inventions or (b) was other technology developed in its possession connection with Implementation Services or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law, so long as the Receiving Party (i) notifies the Disclosing Party of such requirement prior to disclosuresupport; and (iiz) provides reasonable assistance all intellectual property rights related to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion any of the Confidential Information thatforegoing. All Rever rights not expressly granted herein are reserved. Customer hereby grants to Rever and its affiliates a worldwide, on the advice of the Receiving Party's legal counselirrevocable, the Receiving Party is legally required perpetual, royalty-free license to discloseexploit without restriction all feedback regarding Rever Technology.

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data business (hereinafter collectively referred to as “Confidential Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non- public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential InformationProprietary Information (and in case of Personal Data – any precautions required by applicable law), and (ii) not to use (except in performance of the ServicesServices or as otherwise permitted herein) or, subject to Section 3.4, or divulge to any third person any such Confidential Proprietary Information. The Receiving Party agrees to promptly notify the Disclosing Party of any request for Confidential Information made by a third party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: document (a) is or becomes generally available to the publicpublic not as a result of any action or omission of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third partyparty without violation of any obligation of confidentiality, or (d) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party or (e) is required to be disclosed by lawlaw or by a governmental authority, so long as the provided that, prior to disclosing such information pursuant to this clause, Receiving Party (i) notifies the will, if possible and lawful, give prior notice thereof to Disclosing Party of and provide Disclosing Party with the opportunity to contest such requirement prior to disclosure; and (ii) provides reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party 6.1 All information disclosed by a Disclosing Party to a Receiving Party during the term of this Agreement will be deemed to be “Confidential Information” unless specifically designated as non-confidential at the time of disclosure. Without limiting the generality of the foregoing, the term “Confidential Information” shall include (the “Receiving Party”i) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to business plans, finances, marketing plans, promotional materials, strategies, costs, markets, pricing policies, proposals, bids, technologies, software, databases, mailing lists, designs, methodologies, processes, customer data, prospects, systems and related programs, technical and operating information and procedures, (ii) the Disclosing Party’s business, including Provider Materials, the specific terms and conditions of this Agreement and (iii) any Order Formother information about the business or operations of the Disclosing Party which is not designated as “non-confidential.” Notwithstanding the foregoing, and Customer Data (hereinafter collectively referred information will not be deemed to as be “Confidential Information” of the Disclosing Party). The Receiving Party agrees: if such information (i) was known to take reasonable precautions to protect such Confidential Informationthe Receiving Party, and (ii) not to use (except in performance of the Services) orsuch information was acquired through proper methods, subject to Section 3.4, divulge to any third person any such Confidential Information. The Receiving Party agrees to promptly notify the Disclosing Party of any request for Confidential Information made by a third party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to its receipt from the Disclosing Party, as evidenced by written records of the Receiving Party; (ii) is now or (cthrough no act or failure on the part of the Receiving Party) was rightfully disclosed later becomes generally known in the information services industry through no breach of this Agreement by the Receiving Party; (iii) is supplied to it without restriction the Receiving Party by a third partyparty that is free to make that disclosure without restriction on disclosure; (iv) is disclosed by the Disclosing Party to a third party generally, without restriction on disclosure; or (dv) was is independently discovered or developed by the Receiving Party without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed provided by law, so long as the Receiving Party (i) notifies the Disclosing Party of such requirement prior to disclosure; and (ii) provides reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data business (hereinafter collectively referred to as “Confidential Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes, without limitation, non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes, without limitation, non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The terms of this Agreement shall be considered Proprietary Information of both parties. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the ServicesServices or as otherwise permitted herein) or, subject to Section 3.4, or divulge to any third person any such Confidential Proprietary Information. The Receiving Party agrees to promptly notify the Disclosing Party of any request for Confidential Information made by a third party. The Disclosing Party agrees that that, except to the extent any Proprietary Information constitutes personally-identifiable information, the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Confidential Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, so long as . If the Receiving Party (i) notifies is legally compelled to disclose any portion of Proprietary Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with advance notice of such requirement prior compelled disclosure in order to disclosure; and (ii) provides reasonable assistance to enable the Disclosing Party, at the Disclosing Party’s its own cost, in obtaining or opposing to seek a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion order or other confidential treatment of the Confidential any Proprietary Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclosebe disclosed.

CONFIDENTIALITY; PROPRIETARY RIGHTS. 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, including Provider Materials, the terms and conditions of this Agreement and any Order Form, and Customer Data business (hereinafter collectively referred to as “Confidential Proprietary Information” of the Disclosing Party). Proprietary Information of Superside includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Superside to enable the provision of the Services (“Customer Data”). Proprietary Information of Customer includes all information obtained, learned, received, or developed by Superside while providing the Service that relates to the employees, research, technology, developments, plans, business affairs, property, records, processes, techniques, finances, equipment or clients or customers of Customer. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Proprietary Information, and (ii) not to use (except in performance of the ServicesServices or as otherwise permitted herein) or, subject to Section 3.4, or divulge to any third person any such Confidential Information. The Receiving Party agrees to promptly notify the Disclosing Party of any request for Confidential Proprietary Information made by a third partyin accordance with our Privacy Policy. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing PartyParty and not subject to confidentiality obligations, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Customer shall own all right, so long title and interest in and to the Customer Data, as well as any data, product, output and deliverable that is based on or derived from the Receiving Party Customer Data and provided to you as part of the Services (icollectively, "Work Product"), including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”), and any and all intellectual property rights arising therefrom. All Work Product shall constitute a “work made for hire” as such term is defined in 17 U.S.C. § 101, made solely for your benefit. Superside agrees that you shall not be subject to any restrictions relating to Work Product under these Terms. Superside shall own and retain all right, title and interest in and to (a) notifies the Disclosing Party of such requirement prior to disclosure; Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (iic) provides reasonable assistance all intellectual property rights related to the Disclosing Party, at the Disclosing Party’s cost, in obtaining or opposing a protective order. Should the Receiving Party remain required by law to disclose such Confidential Information, the Receiving Party shall disclose only that portion any of the Confidential Information that, on the advice foregoing. No rights or licenses are granted except as expressly set forth herein. On behalf of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.: On behalf of Superside: Sign: Sign: