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Data that is either provided to or acquired by SmmrtVVorkmfnom Customer is owned exclusively by Customer and that the Customer has full right and title to provide the Data to SmartWorks and its third party service prowider� Data that iseither provided booracquired bySmudVVorks is subject toaprivacy policy ineffect asof the Effective Date and Customer's customers have provided to Customer their written consent for its ooUeoion, use and storage by SmarhWorks and its third -party service providers in accordance with this Agreement and in any jurisdiction in North Amerina� iii. Customer complies with all applicable privacy legislation aemfthe Effective Date in the performance of its obligations hereunder in respect of any Data collected, used, transferred, created or disclosed pursuant hothis Agreement; and iv. Customer will not provide SmadVVorks with data of any kind for which 8mortWodks or its third party service provider either has noneed ordoes not have the right tocollect, use and store under the terms of this Agreement. (d) Audit Rights In order toassist SmarhNodkswith the protection of its proprietary information and Confidential Information and to enable SmartWorks to verify Customer's compliance with the terms and conditions of this Agreement, Customer shall permit SmmrtVVorko and its independent auditor to visit during normal business hours any premises at which the Hosting Services are used or being accessed and shall provide SmartWorks with access to its records including usage data. Smor8Works shall provide Customer with reasonable notice of any such audit, but innmevent less than 15business days. 13. Confidential Information The parties agree to keep confidential any and all Confidential Information with respect to the other party which it has received or may in the future nsoewe in connection with this Agreement and ehmU only disclose such Confidential Information of the other party (i) to its agents, employees or representatives who have a need to know such information, for the purpose nfperformance under this Agreement and exercising the rights granted under this Agreement, and who have entered into a non -disclosure agreement at least as protective of the other party's Confidential Information as this Agreement, or (ii) to the extent required by applicable law or during the course of or in connection with any |iti8ation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. The parties each agree ho hold the other porty'sCmnhdentio| Information in confidence and botake all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information ofthe other party. In addition to any other restrictions on SmartWodks' use of the Data, the confidentiality obligations above apply except to the extent that both parties agree that the Data may be subject to privacy laws providing for the owners ofthe Data toreview such Data ortochallenge the collection and storage ofthe Data. Customer shall indemnify and reimburse SmartWorkm in relation to all reasonable fees and other disbursements paid by SmortWorkm to comply with Such requests, whether by an individual or a government body, or to challenge such requests at either SmurtWorks' or Customer's request. Customer represents and warrants to SmurtWorks that as of the Effective Date no individual, government body or third party has requested a review of the Data or challenged the collection and storage ofthe Data to be stored inthe Software. 14. Indemnity Customer is solely responsible for its Data, its use, and its Users' use. of the Hosting Services in any way, and all legal liability arising out of or relating thereto. Customer shal I defend, indemnify and hold SmartWorks and its third N. Harris CvmputerCorpmramon-nonnmnntia| Page 10m18