Ti	=	Confidentiality
1.sec	=	As part of this {_Agreement}, each {_Party} may have access to information from the other {_Party} that is confidential in nature. “{_Confidential_Information}” means any non-public data, information and other materials regarding the products, software, services, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided by one party (“{_Disclosing_Party}”) to the other party (“{_Receiving_Party}”) after the {_Effective_Date} in connection with this {_Agreement}, where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature or circumstances of disclosure, be reasonably considered to be confidential and/or proprietary. The parties agree that, without limiting the foregoing, all {_Software} (and any performance data, benchmark results, security assessments and all other technical information relating to any {_Software}), {_Documentation}, and derivatives of the foregoing, and {_Manufacturer}’s pricing information (set forth in a {_Purchase_Order}, {_Price_List} or otherwise) shall be deemed the {_Confidential_Information} of {_Manufacturer}, and the other terms and conditions of this {_Agreement} (but not its existence) shall be deemed the {_Confidential_Information} of both parties.
2.sec	=	Each {_Party} undertakes to preserve the confidential nature of such {_Confidential_Information} and treat all {_Confidential_Information} of the {_Disclosing_Party} in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care . Each {_Party} undertakes to use the {_Confidential_Information} of the {_Disclosing_Party} only to perform hereunder (including providing the features and services associated with the normal use of the {_Software}) or exercise rights granted to it hereunder.
3.sec	=	Each {_Party} undertakes not to divulge {_Confidential_Information} of the {_Disclosing_Party} to third parties without the prior written consent of the {_Disclosing_Party}, it being understood that each {_Party} shall have the right to communicate the {_Confidential_Information} of the {_Disclosing_Party} to its own employees, and subcontractors, if necessary, as well as, concerning, the {_Customer} its information technology service providers on assignment as part of the execution of this {_Agreement}, and for all such individuals, (i) who have a legitimate need to know in order to fulfill all obligations, or, concerning the {_Customer}, to benefit from rights resulting from this {_Agreement} and (ii) are bound by a confidentiality agreement at least as strict as the one contained in this {_Agreement}. The {_Receiving_Party} shall remain liable for any non-compliance of such employee, contractor or other agent with the terms of this {_Agreement}.
4.0.sec	=	Notwithstanding the foregoing, no information received in writing by the {_Receiving_Party} from the {_Disclosing_Party} shall be considered as {_Confidential_Information} if:
4.1.sec	=	it is published or accessible under another form to the public other than through a breach of this {_Agreement};
4.2.sec	=	it is the result of independent internal development by the {_Receiving_Party} without use of the {_Disclosing_Party}’s {_Confidential_Information};
4.3.sec	=	it was already known to the {_Receiving_Party} (without any obligation of confidentiality) before any communication was sent by the {_Disclosing_Party}; or
4.4.sec	=	is rightfully obtained by the {_Receiving_Party} from a third party without restriction as to disclosure, or is approved for release by written authorization of the {_Disclosing_Party}.
4.	=	[G/Z/ol-a/s4]
5.sec	=	These confidentiality obligations shall remain in force for a period of seven (7) years following the date of expiration or termination of this {_Agreement}.
6.sec	=	Upon written request from the {_Disclosing_Party} and within a period of ninety (90) days as of this request, the {_Receiving_Party} undertakes to return to the {_Disclosing_Party} all tangible elements containing or making up {_Confidential_Information} (of the {_Disclosing_Party}), as well as all copies of these elements, to delete {_Confidential_Information} from computers, word processors, and similar hardware in which said {_Confidential_Information} was programmed or stored, with exceptions made for {_Manufacturer} {_Confidential_Information} necessary for the use of {_Equipment} which may be legitimately retained by the {_Customer} and for information stored in back-up and disaster recovery systems (which information shall be gradually deleted in accordance with such {_Party}’s records retention policies). The {_Disclosing_Party} reserves the right to request from the {_Receiving_Party} a written confirmation by a duly authorized person that this obligation to return and destroy has been fulfilled pursuant to the present article.
	=	[G/Z/ol/s6]