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indirectly, any of the Discloser's Confidential Information to anyone, except to such Recipient's or its affiliates' (i) employees, consultants and directors, (ii) professional advisers (e.g. attorneys and accountants), and (iii) other authorized representatives approved in advance by the Discloser, who in each case have a "need to know" the information for the purpose of this Agreement, who are notified that the disclosure is made in confidence and who have signed confidentiality agreements or are otherwise bound by confidentiality obligation at least as restrictive as those contained herein ((i) through (iii), collectively, the "Representatives"). b. Confidential Information may be disclosed, reproduced, summarized or distributed only in pursuance of the performance of this Agreement or in the case of Client, in the exercise of its rights under this Agreement. Confidential Information may be disclosed in accordance with a judicial or other governmental order provided the other party is provided with reasonable notice and opportunity to request a protective order, if applicable and provided such disclosure is limited to the extent that is needed to legally comply. c. "Confidential Information" is defined as any and all non-public business, financial and technical information relating to the Discloser that is made available or disclosed, in whatever form or medium (regardless of whether tangible, intangible, visual, or oral, and regardless of whether or not marked or otherwise identified as confidential), to the Recipient before or after the effective date. Confidential Information includes, but is not limited to, any information that identifies or authenticates or can be used to identify or authenticate an individual and any information related to, released or unreleased products, service relationships, clients, partners, employees, marketing or promotion plans, business plans, policies or practices, and reporting on such policies or practices. d. Confidential Information is also defined to include, but is not limited to, personally identifiable information regarding eligible or enrolled employees of Client and their dependents, including without limitation, their names, addresses, gender, and applicable identification numbers. Such personally identifiable information is Confidential Information of the Client. e. The obligations and restrictions imposed by this Section 4 will not apply to any Confidential Information that: (a) the Recipient can establish by written record was already known to a Representative of the Recipient on a non -confidential basis prior to the Discloser's disclosure; (b) is or becomes generally publicly available through no breach of this Agreement by the Recipient; or (c) is obtained by the Recipient on a non -confidential basis from a third person without breach by such third person of an obligation of confidence with respect to the Confidential Information disclosed. f. Each party shall notify the other promptly upon discovery of any loss, unauthorized use or disclosure of Confidential Information, or any other breach of this Section 4, and shall cooperate with the other party to regain possession of such disclosed Confidential Information. Each Party shall be liable for loss, unauthorized use and unauthorized disclosures by its Representatives and agrees to remedy any loss or unauthorized disclosure as reasonably requested by the Discloser. g. Either party may, at any time, request in writing the return or destruction of Confidential Information previously disclosed. The parties agree to promptly comply with such request and to certify such return or destruction of all Confidential Information received. The parties may retain Confidential Information in compliance with an internal data retention policy, or 19436 Indian River County MSA 2025 0 2024 ARAG North America Inc.