1. CONFIDENTIAL INFORMATION Confidential information means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure: including, without limitation, each party’s respective business plans and processes; financial and employee data; proprietary technology and product information and designs; Customer Data; and the terms of the Subscription Agreement. Without limitation, Our prices and discounts are Our Confidential Information. Without limitation, Customer Data is Your (/Your Integration counterparty’s) Confidential Information.

    2. Confidential Information (excluding Customer Data, which shall always constitute Your Confidential Information) excludes information that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without breach of any obligation to the Disclosing Party; (iv) was independently developed by the Receiving Party; or (v) is Service usage metrics in an aggregated form and not attributable to the Disclosing Party or any other individual or company.

    3. PROTECTION The Receiving Party shall (i) not disclose and shall use the same degree of care to protect the Disclosing Party’s Confidential Information against unauthorized disclosure that it uses to protect its own Confidential Information (but in any event no less than reasonable care); and (ii) not use Confidential Information except to the extent necessary to receive or provide the Service and/ or related services under this Agreement. To the extent necessary under this Agreement, each party may disclose Confidential Information of the other party to employees or subcontractors who are bound by written obligations of confidentiality and non-disclosure at least as protective as those set forth herein

    4. In the event of a court order or government regulation is compelling disclosure of any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice thereof, and shall reasonably cooperate with the other party to seek confidential or other protective treatment but is permitted to disclose such Confidential Information. Each party’s obligations set forth in this Section 7 shall remain in effect for a period of three (3) years after termination of the Agreement. Each party will promptly return to the other party all Confidential Information of the other party in its possession or control upon request from the Disclosing Party.

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