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marketing/advertising methodologies and fee arrangements; leasing agreement/ arrangements, and all other
<br />contracts, agreements and business arrangements; all methods and meansof operations and providing
<br />services; computer software or programs and licensing agreements and/or other arrangements related to
<br />them; and all Intellectual Property, as defined herein. Confidential Information also includes all non-public
<br />information about the Parties respective owners, directors, officers, executives, managers, employees,
<br />representatives, agents, vendors and suppliers.
<br />9.2 Ownership of Confidential Information The Parties acknowledge that during the performance
<br />of this Agreement, each Party will have access to certain of the other Party's Confidential Information,
<br />or Confidential Information of third parties, that the disclosing Party is required to maintain as confidential.
<br />Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third
<br />party, as applicable, and shall remain the sole property of the disclosing Party or such third party. EachParty
<br />shall use the same degree of care, but not less than a reasonable degree of care, which it uses to protect its
<br />own Confidential Information, in each Party's protection of the confidentiality of the other Party's Confidential
<br />Information.
<br />9.3 Mutual, Confidentiality Obligations., Each Party agrees as follows: (I) to use the Confidential
<br />Information only for the purposes described herein; (11) that such Party will not reproduce the Confidential
<br />Information and will hold in confidence and protect the Confidential Information from dissemination to, and use
<br />by, any third party; (iii) that neither Party will create any derivative work from Confidential Information disclosed
<br />to such Party by the other Party; (iv) to restrict access to the Confidential Information to such of its personnel,
<br />agents, and/or consultants, if any, who have a need to have access for purposes of performing such Party's
<br />obligations hereunder, and who have been advised of, and have agreed in writing to, treat suchinformation in
<br />accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information of the
<br />other Partyin its possession upon termination or expiration of this Agreement.
<br />9.4 Confidentiality Exceptions Notwithstanding the foregoing, these provisions for confidentiality
<br />shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time
<br />disclosed; (ii) is or becomes publicly available or in the public domain at the time disclosed; (ii) is or becomes
<br />publicly available or enters the public domain through no fault of the recipient (iii) is rightfully communicated
<br />to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the
<br />recipient's possession free of any confidentialityobligations with respect thereto at the time of disclosure; (v)
<br />is independently developed by the recipient; (vi) is approved for release or disclosure bythe disclosing Party
<br />without restriction; (vii) is disclosed in response to an order of a court or othergovemmental body; provided
<br />that, the Party making the disclosure pursuant to the order shall first havegiven notice to the other Party
<br />and has made a reasonable effort to obtain a protective order; (viii) is otherwise required by law or regulation
<br />to be disclosed; or (ix) is disclosed to establish a Party's rights under this Agreement, including to make such
<br />court filings as it deems necessaryto protect its rights.
<br />10. OWNERSHIP
<br />10.1 Clarity Proprietary Rights. Clarity owns or licenses all rights, title and interest in and to its
<br />processes, methods, applications and contents, Including the software and documentation, Clarity's
<br />trademarks, and all intellectual property rights in the foregoing (excluding under this Agreement, portions of
<br />the Services provided by third parties). Software and Services are made available only for Client's internal
<br />business use only for the purposes addressed in this Agreement, and they are not transferable; furthermore, any
<br />right of use ceases when Clarity no longer performs it's Services for Client.
<br />10.2 Clarity's Intellectual Prooertv Clarity shall also retain sole ownership of all methods, strategies,
<br />means, plans or procedures relating to its operations and all other aspects of its business, and all materials,
<br />templates, methodologies, processes, computer programs and other software, and any other systems or
<br />technologies of Clarity, including but not limited to, those which Clarity uses, or permits the Client to use, under
<br />this Agreement (Collectively "Intellectual Property").The Client acknowledges that all such Intellectual Property
<br />is unique and proprietary to Clarity and that the Client shall have no rights, Interests or entitlements to same.
<br />Client shall only havethe limited right (license) to use some during the term of this Agreement and only as
<br />necessary under it.
<br />860520 10.3 "Materials" & "Work Product." All information, data, records and any other items (collectively
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