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CONFIDENTIAL
<br />property of Virtru and Virtru may use such Feedback at its
<br />discretion without the consent of Customer.
<br />S. PROPRIETARY INFORMATION
<br />5.1 Proprietary Information. Both parties
<br />acknowledge that, in the course of this Agreement each
<br />may obtain confidential or proprietary information of the
<br />other party ("Proprietary Information"). "Proprietary
<br />Information" will include, without limitation, (a) the
<br />existence of and terms of this Agreement, (b) trade
<br />secrets, know-how, inventions (whether or not
<br />patentable), techniques, processes, programs (whether in
<br />source code or object code form), ideas, algorithms,
<br />formulas, schematics, testing procedures, software design
<br />and architecture, computer code, documentation, design
<br />and functional specifications, product requirements,
<br />problem reports, performance information, software
<br />documents, hardware, devices, designs, drawings,
<br />unpublished patent applications, data, plans, strategies
<br />and forecasts, and (c) technical, engineering,
<br />manufacturing, product, marketing, servicing, financial,
<br />personnel and other information. Virtru's "Proprietary
<br />Information" will include, without limitation, the
<br />Materials (including all Derivative Works and Updates)
<br />and all confidential information related thereto provided
<br />by Virtru to Customer in connection with this Agreement.
<br />Virtru's Proprietary Information shall, as between
<br />Customer and Virtru, belong solely to Virtru, and
<br />Customer's Proprietary Information shall, as between
<br />Customer and Virtru, belong solely to Customer.
<br />5.2 Use and Disclosure Restrictions. Each
<br />party agrees (a) to protect the other party's Proprietary
<br />Information from unauthorized dissemination and use; (b)
<br />to use the other party's Proprietary Information only for
<br />the performance of this Agreement and the exercise of
<br />any rights under this Agreement; (c) not to disclose any
<br />Proprietary Information, or any part or parts thereof, to
<br />any of its employees, agents, contractors or any other
<br />individuals except to its employees who are under
<br />confidentiality obligations no less restrictive than the
<br />requirements of this Section 5; (d) with respect to
<br />Customer, not to disclose or otherwise provide to any
<br />third party, without the prior written consent of Virtru or
<br />as otherwise set forth in a separate written agreement
<br />between the parties hereto entered into after the date
<br />hereof, as applicable, any of Virtru's Proprietary
<br />Information, materials or any data or other information
<br />produced, obtained or created by Customer in connection
<br />with Customer's use of the Materials, including, without
<br />limitation, the existence of this Agreement and the
<br />existence and possible applications of the Materials; (e) to
<br />undertake whatever action is necessary (or authorize the
<br />other party to do so in the name of such party) to prevent
<br />or remedy any breach of such party's confidentiality
<br />obligations herein set forth or any other unauthorized
<br />disclosure of any Proprietary Information by its current or
<br />former employees, agents or contractors; and (f) not to
<br />remove or destroy any proprietary or confidential legends
<br />or markings placed upon or contained within the
<br />Proprietary Information provided to such party by the
<br />other party.
<br />5.3 Exclusions. The foregoing restrictions
<br />on disclosure and use shall not apply with respect to any
<br />Proprietary Information that: (a) is or becomes publicly
<br />known through no act or omission of the other party; (b)
<br />was rightfully known by the receiving party without
<br />confidential or proprietary restriction before receipt from
<br />the other party, as evidenced by the receiving party's
<br />contemporaneous written records; (c) becomes rightfully
<br />known to the receiving party without confidential or
<br />proprietary restriction from a source other than the
<br />disclosing party that does not owe a duty of
<br />confidentiality with respect to such Proprietary
<br />Information; or (d) is independently developed without
<br />the use of the Proprietary Information as evidenced by
<br />the receiving party's written records. In addition, a party
<br />may use or disclose Proprietary Information to the extent
<br />(i) approved in writing by the other party and (ii) a party is
<br />legally compelled to disclose such Proprietary
<br />Information, provided, however, that prior to any such
<br />compelled disclosure, such party shall cooperate fullywith
<br />the other party in protecting against any such disclosure
<br />and/or obtaining a protective order narrowing the scope
<br />of such disclosure and/or use of the Proprietary
<br />Information. Further, each party may disclose the terms
<br />and conditions of this Agreement: (A) in confidence, to
<br />legal counsel; (B) in confidence, to accountants, banks,
<br />and financing sources and their advisors; and (C) in
<br />connection with the enforcement of this Agreement or
<br />any rights hereunder.
<br />5.4 Equitable Relief. Each party agrees
<br />that, due to the unique nature of the other party's
<br />Proprietary Information, the unauthorized disclosure or
<br />use of the other party's Proprietary Information or any
<br />other breach of any provision of this Section 5 will cause
<br />irreparable harm and significant injury to the other party,
<br />the extent of which will be difficult to ascertain and for
<br />which there will be no adequate remedy at law.
<br />Accordingly, each party agrees that the other party, in
<br />addition to any other available remedies, shall have the
<br />right to seek an immediate injunction and other equitable
<br />relief enjoining any breach or threatened breach of this
<br />Section 6 without the necessity of posting any bond or
<br />other security. Each party shall notify the other party in
<br />writing immediately upon becoming aware of any such
<br />breach or threatened breach.
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