Common use of Return or Destruction of Confidential Information Clause in Contracts

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service ProviderSuccessful Respondent, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider Successful Respondent to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one (1) copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider Successful Respondent for the duration of the Audit Period unless and to the extent Service Provider Successful Respondent is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 11.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 11.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such . Such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR AOC to deliver such Contract Records to DIR AOC prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below Solely with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (in which a Party has no ownership interest at all, owned or the portion of such co-owned Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designeebeing exempt herefrom, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or upon termination of this Agreement Agreement, unless independently authorized to retain such of the Disclosing Party’s Confidential Information under an Other Agreement, each Receiving Party shall, and completion shall direct its Representatives to, cease all use and make no further use of each any Confidential Information of the Disclosing Party and shall, upon written request from the Disclosing Party's obligations hereunder, includingpromptly return or destroy all Confidential Information of the Disclosing Party (including copies thereof) that is in tangible form (provided, however, that, with respect to Service Provider, all periods electronic imaging of Termination Assistance Services requested by DIR; and (ii) with respect to DIR the Disclosing Party's Confidential Information, at such materials shall be deleted and removed from access by an ordinary user from all computer hard drives, servers and similar media but shall not require any time DIR requests action to delete or erase such materials from any disaster recovery tapes or other back-up media or any record retention or computer storage system so long as the Receiving Party and its Representatives take such actions as are reasonably likely to prevent access to such materials by any person other than information technology and other administrative employees who are responsible for maintaining those disaster recovery tapes and other back-up media) and any documents created by the Receiving Party or any of its Representatives containing Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant Disclosing Party. The Receiving Party shall provide to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Disclosing Party written certification of its compliance with this paragraph signed by an authorized representative destroyed Confidential Information of such Partythe Disclosing Party promptly following the destruction thereof. Notwithstanding the foregoing, either the Receiving Party and its Representatives may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as Disclosing Party in a means secure location in the Receiving Party's legal department for the purpose of resolving establishing compliance with Applicable Laws (including professional standards) and for defending or maintaining any disputelitigation (including any administrative proceeding) relating to this Agreement, the Other Agreement, the Prior CDA or the Confidential Information, provided that all such information shall continue to be kept confidential pursuant to the terms of this Agreement.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 11.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 11.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR AOC to deliver such Contract Records to DIR AOC prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each If this Agreement is terminated, each Receiving Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall (a) destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the Disclosing Party prepared or generated by the Receiving Party without retaining a copy of any such material; (b) promptly deliver to the Disclosing Party all other party Confidential Information of the Disclosing Party, together with all copies thereof, in the possession, custody or control of the Receiving Party or, alternatively, with the written consent of a Seller Contact or Buyer Contact (whichever represents the Disclosing Party) destroy all such Confidential Information; and (c) certify all such destruction in writing to the Disclosing Party, provided, however, that the Receiving Party may retain a list that contains general descriptions of the information it has returned or destroyed to facilitate the resolution of any controversies after the Disclosing Party’s Confidential Information is returned. 8.6 ATTORNEY-CLIENT PRIVILEGE The Disclosing Party is not waiving, and will not be deemed to have waived or diminished, any of it attorney work product protections, attorney-client privileges or similar protections and privileges as a means result of resolving disclosing its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The parties (a) share a common legal and commercial interest in all of the Disclosing Party’s Confidential Information that is subject to such privileges and protections; (b) are or may become joint defendants in Proceedings to which the Disclosing Party’s Confidential Information covered by such protections and privileges relates; (c) intended that such privileges and protections remain intact should either party become subject to any disputeactual or threatened Proceeding to with the Disclosing Party’s Confidential Information covered by such protections and privileges relates; and (d) intend that after the Closing the Receiving Party shall have the right to assert such protections and privileges. No Receiving Party shall admit, claim or contend, in Proceedings involving either party or otherwise, that any Disclosing Party waived any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to any information, documents or other material not disclosed to a Receiving Party due to the Disclosing Party disclosing it Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIRTxDOT; and (ii) with respect to DIR TxDOT Confidential Information, at any time DIR TxDOT requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR TxDOT or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR TxDOT to deliver such Contract Records to DIR TxDOT prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information as further specified in this Article 13 until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract RecordsRecords or as otherwise specified herein, each Party shall destroy all documentation in any medium that contains, contains or refers to or relates to the other Party's ’s Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed maintained by the other PartySupplier or specified in this Agreement (or in a format and on media requested by New Century at New Century’s expense, as follows: provided Supplier notifies New Century of such expense, and New Century approves such expense in advance), (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder, including, with respect to Service ProviderSupplier, all periods of Termination Assistance Services requested by DIR; New Century, and (ii) with respect to DIR New Century Confidential Information, at any time DIR New Century requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider Supplier to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management ManualAgreement. Such documentation shall include all copies of a Party's ’s Confidential Information in the other Party's ’s possession or under the other Party's ’s control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Subject to the preceding paragraph, Contract Records shall be retained by Service Provider Supplier for the duration of the Audit Period specified in Section 9.10(a) unless and to the extent Service Provider Supplier is directed by DIR New Century to deliver such Contract Records to DIR New Century prior to the expiration of the such Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party Party, at the other Party's request and at no additional charge to such other Party, shall destroy return all documentation information and data in any medium that contains, refers to to, or relates to the other Party's ’s Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed requested by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder, including, with respect to Service ProviderSupplier, all periods of Termination Assistance Services requested by DIR; Allianz, and (ii) with respect to DIR Allianz Confidential Information, at any time DIR Allianz requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation information and data shall include all copies of a Party's ’s Confidential Information in the other Party's ’s possession or under the other Party’s control. Thereafter, if requested by the other Party, the Party returning such information and data shall destroy and/or securely erase all copies of the other Party's Confidential Information in its possession or under its control. The Party returning or TCS AZL Master Effective 1.1.2020 Execution Copy destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such PartyParty and shall confirm in such certification that the media and/or device on which such information or data was stored has been securely erased. In no event shall a Party withhold any Confidential Information of the other Party as a means of resolving any dispute. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Subject to the preceding paragraphs, Contract Records shall be retained by Service Provider Supplier for the duration of the Audit Period specified in Section 9.12(a) and then promptly returned to Allianz, unless and to the extent Service Provider Supplier is directed by DIR Allianz to deliver such Contract Records to DIR Allianz prior to the expiration of the such Audit Period, in which case Supplier shall return such Contract Records to Allianz promptly upon receipt of such request. In all events, Supplier shall retain and return such Contract Records at no event shall a party withhold any Confidential Information of the other party as a means of resolving any disputeadditional charge to Allianz.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 12.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 12.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR XXX to deliver such Contract Records to DIR OCA prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.. MSA OCA Contract No. 212210180

Return or Destruction of Confidential Information. Each Party party shall securely store the other Partyparty's Confidential Information until such Confidential Information is returned or destroyed as described in this Sectionsection. Except as provided below with respect to records of Contract performance subject to retention as provided in Section 11 – Access and Retention of Records, each Party party shall destroy all documentation in any medium that contains, refers to or relates to the other Partyparty's Confidential Information (or the portion of such Confidential Information specified by the other Partyparty) or shall return such documentation to the other Party party or its designee, in the format and on the media reasonably prescribed by the other Partyparty, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement Contract and completion of each Partyparty's obligations hereunder, including, with respect to Service ProviderContractor, all periods of Termination transition assistance services described in Section 34 – Transition Assistance Services requested by DIRState; and (ii) with respect to DIR State Confidential Information, at any time DIR State requests such destruction of State Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider Contractor to perform its obligations under this Agreement Contract as identified by DIR State or pursuant to the Service Management Operating Manual. Such documentation shall include all copies of a Partyparty's Confidential Information in the other Partyparty's possession or under the other Partyparty's control. The Party party returning or destroying the other Partyparty's Confidential Information shall deliver to the other Party party written certification of its compliance with this paragraph signed by an authorized representative of such Partyparty. Notwithstanding the foregoing, either Party party may retain one (1) copy of the other Partyparty's Confidential Information in its legal department as and to the extent required to comply with applicable Laws laws or enforce its rights under this AgreementContract; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Lawlaw, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below Solely with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (in which a Party has no ownership interest at all, owned or the portion of such co-owned Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designeebeing exempt herefrom, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or upon termination of this Agreement Agreement, unless independently authorized to retain such of the Disclosing Party’s Confidential Information under a Related Agreement, each Receiving Party shall, and completion shall direct its Representatives to, cease all use and make no further use of each any Confidential Information of the Disclosing Party and shall, upon written request from the Disclosing Party's obligations hereunder, includingpromptly return or destroy all Confidential Information of the Disclosing Party (including copies thereof) that is in tangible form (provided, however, that, with respect to Service Provider, all periods electronic imaging of Termination Assistance Services requested by DIR; and (ii) with respect to DIR the Disclosing Party's Confidential Information, at such materials shall be deleted and removed from access by an ordinary user from all computer hard drives, servers and similar media but shall not require any time DIR requests action to delete or erase such materials from any disaster recovery tapes or other back-up media or any record retention or computer storage system so long as the Receiving Party and its Representatives take such actions as are reasonably likely to prevent access to such materials by any person other than information technology and other administrative employees who are responsible for maintaining those disaster recovery tapes and other back-up media) and any documents created by the Receiving Party or any of its Representatives containing Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant Disclosing Party. The Receiving Party shall provide to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Disclosing Party written certification of its compliance with this paragraph signed by an authorized representative destroyed Confidential Information of such Partythe Disclosing Party promptly following the destruction thereof. Notwithstanding the foregoing, either the Receiving Party and its Representatives may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as Disclosing Party in a means secure location in the Receiving Party's legal department for the purpose of resolving establishing compliance with Applicable Laws (including professional standards) and for defending or maintaining any disputelitigation (including any administrative proceeding) relating to this Agreement, the Related Agreements, the Prior CDA or the Confidential Information, provided that all such information shall continue to be kept confidential pursuant to the terms of this Agreement.