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Appendix B

Confidentiality

CUSTOMER MASTER AGREEMENT - APPENDIX B

CONFIDENTIALITY

The Customer use and disclosure of Confidential Information disclosed hereunder are subject to the following terms and conditions. With respect to the Confidential Information, the Customer agree that:

  1. The Customer shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of all Confidential Information received from Computer Solutions.
  2. The Customer shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Customer are a corporation, partnership, or similar entity, disclosure is permitted to their officers and employees who have a demonstrable need to know such Confidential Information, provided that the Customer shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and
  3. The Customer shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of Computer Solutions.
  4. The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Customer with respect to information that:
    • is disclosed with Computer Solutions' prior written approval; or
    • is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or
    • is known by the Customer prior to the time of disclosure in its integrated and aggregated form; or
    • is independently developed by the Customer without use of the Confidential Information; or
    • is made generally available by Computer Solutions without restriction on disclosure.
  5. In the event the Customer is required by law, regulation or court order to disclose any of Computer Solutions' Confidential Information, the Customer will promptly notify Computer Solutions in writing prior to making any such disclosure in order to facilitate Computer Solutions seeking a protective order or other appropriate remedy from the proper authority, at the Customer's expense. The Customer agrees to cooperate with Computer Solutions in seeking such order or other remedy. The Customer further agree that if Computer Solutions is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required.
  6. In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Customer's possession shall be immediately returned to Computer Solutions or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Customer will certify in writing, to Computer Solutions the Customer's compliance with this provision.
  7. The Customer shall provide full voluntary disclosure to Computer Solutions of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.
  8. The Customer duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.
  9. The Customer agrees that Computer Solutions shall be entitled to seek all available legal and equitable remedies for the breach by either of the Customer of all of these clauses in this Appendix at the cost of the Customer.