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<br />license to access and use the Intellectual Property Rights of MuniReg, solely to the extent
<br />necessary for Client to access and use the Services in the manner contemplated hereunder.
<br />10. Confidentiality.
<br />(a) Generally. Subject to a Freedom of Information Act (“FOIA”) request, during
<br />the Term of this Agreement and beyond, each party (for purposes of this Section 10, the
<br />“Receiving Party”) will maintain in strict confidence and will not, directly or indirectly,
<br />divulge, transmit, publish, release, or otherwise use or cause to be used in any manner to
<br />compete with or contrary to the interests of the other party (for purposes of this Section 10,
<br />the “Disclosing Party”), any confidential information relating to such Disclosing Party’s
<br />business, including but not limited to trade secrets, information, data, know how or
<br />knowledge, financial information, sales and distribution information, price lists, the identity
<br />and lists of actual and potential customers, technical information, information or knowledge
<br />relating to customers, products, suppliers, sources of supply, business methods and
<br />techniques, market development programs, revenues, costs, management practices,
<br />contracts, documents, designs, computer programs, software designs, processes, plans or
<br />employees, and other information of like nature (collectively, the “Confidential
<br />Information”). Each party, as Receiving Party, acknowledges that all Confidential
<br />Information regarding the Disclosing Party that has been compiled or obtained by, or
<br />furnished to such Receiving Party, in connection with or under this Agreement, is and shall
<br />remain the exclusive property of the Disclosing Party.
<br />(b) Exceptions. Notwithstanding the foregoing, the following shall not be
<br />considered Confidential Information subject to the provisions hereof: (i) any information
<br />that is publicly available; (ii) information disclosed to the Receiving Party by a third party
<br />not known by such Receiving Party to be in breach of any agreement with the Disclosing
<br />Party; and (iii) information that is independently derived by the Receiving Party or others
<br />from sources not bound by an obligation of confidentiality to the Disclosing Party. The
<br />parties acknowledge, understand, and agree that Confidential Information may also be
<br />released or disclosed in response to FOIA or public records requests, including as further
<br />described below.
<br />(c) Use and Disclosure Restrictions. Each party, as a Receiving Party, shall: (i)
<br />refrain from using Confidential Information of the Disclosing Party, except in furtherance of
<br />such Receiving Party’s performance under the terms and conditions of this Agreement; (ii)
<br />use the same level of care, but in any event will not use less than commercially reasonable
<br />care, to prevent disclosure of the Confidential Information of the Disclosing Party that it uses
<br />with its own information of similar sensitivity and importance; (iii) not to disclose
<br />Confidential Information of the Disclosing Party to others (except to its employees, agents
<br />or consultants who have a need to know same in connection with the Receiving Party’s
<br />performance under this Agreement, and who are bound by an obligation of confidentiality
<br />no less strict than the obligations set forth in this Section 10) without the express prior written
<br />permission of the Disclosing Party (which may be withheld by the Disclosing Party in its sole
<br />discretion); provided that the Receiving Party shall be liable and responsible for any breach
<br />of this Agreement by such individuals; (iv) mark any duplication or reproduction, in whole
<br />or in part, of the Confidential Information of the
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