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<br />11.2.2016
<br />9. CONFIDENTIALITY AND PROTECTION OF DATA
<br />9.1 Definition of Confidential Information. The term "Confidential Information" includes all non-public
<br />information about the Parties operating and performing under this Agreement; and all information about the
<br />Parties which each, respectively, considers confidential or proprietary, even if not designated as such, and
<br />including the Materials, Work Product, and Documents (as defined herein), and whether or not labeled as
<br />"Confidential Information". Such Confidential Information shall also include, but is not limited to, all the Parties
<br />list of clients, employees and participants, as applicable to the Party, and sources of referrals;
<br />marketing/advertising methodologies and fee arrangements; leasing agreement/arrangements, and all other
<br />contracts, agreements and business arrangements; all methods and means of 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 of
<br />this Agreement, each Party will have access to certain of the other Party's Confidential Information, or
<br />Confidential Information of third parties, that the disclosing Party is required to maintain as confidential. Both
<br />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. Each Party
<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; (ii) 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 such information
<br />in 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 to
<br />the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the
<br />recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v)
<br />is independently developed by the recipient; (vi) is approved for release or disclosure by the disclosing Party
<br />without restriction; (vii) is disclosed in response to an order of a court or other governmental body; provided
<br />that, the Party making the disclosure pursuant to the order shall first have given notice to the other Party and
<br />has made a reasonable effort to obtain a protective order; (viii) is otherwise required by law or regulation to be
<br />disclosed; or (ix) is disclosed to establish a Party's rights under this Agreement, including to make such court
<br />filings as it deems necessaryto protect its rights.
<br />10. PLAN DOCUMENTS
<br />If requested by the Client, Clarity will provide a specimen Plan Document, Summary Plan Description,
<br />and related documentation for review by Client's counsel. It is specifically understood and agreed that Clarity
<br />does not offer legal advice, and Client shall rely upon the advice of its own counsel as to the legal sufficiency
<br />of the Plan Documents.
<br />11. OWNERSHIP
<br />11.1 Clarity Proprietary Rights. Clarity owns or licenses all rights, title and interest in and to its
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