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10.
<br />11.
<br />designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary
<br />or confidential due to its nature and the circumstances of its disclosure. Trimble's Confidential Information includes, without
<br />limitation, the terms and conditions of the Agreement, and any technical or performance information about the Offerings,
<br />includingthe Documentation.
<br />9.2. Obligations. As a receiving party, each party (a) will protect the confidentiality of the disclosing parry's Confidential
<br />Information using the same degree of care it uses for its own information of like importance (but not less than reasonable
<br />care), (b) will not share the disclosing party's Confidential Information with third parties except as permitted in the
<br />Agreement or with the disclosing party's prior written or electronic consent, and (c) will only use Confidential Information
<br />to fulfill its obligations and exercise its rights in the Agreement. The receiving party may disclose Confidential Information to
<br />its employees, agents, Affiliates, contractors, and other representatives (collectively, "Representatives') having legitimate
<br />need to know (including, for Trimble, its subcontractors), provided (i) the Representatives are subject to confidentiality
<br />obligations no less protective than those in this Section 9 (Confidentiality), and (ii) the receiving party is responsible for any
<br />breach of this Section 9 (Confidentiality) by the acts or omissions of its Representatives.
<br />9.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document
<br />(a) is or becomes public knowledge through no fault of the receiving party or its Representatives,
<br />(b) it rightfully knew or possessed on a non -confidential basis prior to receipt under the Agreement,
<br />(c) it rightfully received from a third party without obligation of confidentiality, or
<br />(d) it independently developed without using the disclosing party's Confidential Information.
<br />(e) Supplemental Terms may have additional exclusions.
<br />9.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which remedies at
<br />law (e.g., monetary damages) alone are an insufficient remedy. In the event of such actual or threatened breach by a party,
<br />the other party may seek injunctive relief, in addition to other available rights and remedies, for breach or threatened breach
<br />of this Section 9 (Confidentiality), without proof of actual damages or the requirement of posting a bond or other security.
<br />9.5. Required Disclosures. Nothing in the Agreement prohibits either party from making disclosures if required by Law or
<br />government or court order, provided (if permitted by Law) it notifies the other party in advance and reasonably cooperates
<br />in any effort by the other party to obtain confidential treatment.
<br />Intellectual Property Rights.
<br />10.1. Trimble IP. As between the parties, except for any limited usage rights set forth in any Supplemental Terms, Trimble and its
<br />suppliers have and will retain all Intellectual Property Rights in and to Trimble IP and all copies, modifications, and derivative
<br />works thereof. No Intellectual Property Rights are granted by Trimble to Customer except as expressly provided under the
<br />Agreement.
<br />10.2. Feedback. Customer may from time to time provide suggestions, comments, or other feedback (collective, "Feedback") to
<br />Trimble with respect to the Offerings. Both parties agree that all Feedback is and will be given entirely voluntarily, and shall
<br />not be considered Confidential Information of Customer. Customer shall not provide any Feedback that is subject to license
<br />terms that seek to require any of Customer's products, technology, service, or documentation incorporating or derived from
<br />such Feedback, or any of Customer's intellectual property to be licensed or otherwise shared with any third party. Customer
<br />hereby grants to Trimble and its Affiliates a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable,
<br />royalty -free, fully paid up license to use and otherwise exploit the Feedback.
<br />Personal Information; Data Protection.
<br />11.1. This Section 11 (Personal Information; Data Protection) applies if Customer is a legal person (i.e., a business or legal entity).
<br />All Laws relating to the protection of privacy and data protection are referred to as "Data Protection Legislation". "Personal
<br />Information" is defined as in the Applicable Data Protection Legislation, or if no definition is provided, any personally
<br />identifiable information which is either (a) provided by Customer or on its behalf, or (b) automatically collected through the
<br />Offering on Customer's behalf. "Applicable", in this context, means the Data Protection Legislation applicable to Customer
<br />at Customer's principal place of business or to Trimble at Trimble's principal place of business, and such Laws that the parties
<br />mutually agree apply.
<br />11.2. Each party will comply with all Applicable requirements of the Data Protection Legislation. This Section 11 (Personal
<br />Information; Data Protection) is in addition to, and does not relieve, remove or replace, a party's obligations or rights under
<br />the applicable Data Protection Legislation.
<br />11.3. The parties acknowledge that: (a) when performing its obligations under the Agreement, Trimble processes Personal
<br />Information on Customer's behalf, except for user registration and software licensing and usage data, for which Trimble acts
<br />as responsible party, and (b) the Personal Information may be transferred or stored, and/or accessed from outside of the
<br />country where Customer's principal place of business is located in order to provide the Software and Trimble's other
<br />obligations under the Agreement.
<br />11.4. Customer will ensure that it has all necessary appropriate consents and notices in place to enable (a) lawful transfer of the
<br />Personal Information to Trimble for the duration and purposes of the Agreement and (b) Trimble to lawfully use, process
<br />and transfer the Personal Information in accordance with the Agreement, including on Customer's behalf.
<br />11.5. If the processing of Personal Information by Trimble is subject to the General Data Protection Regulation ((EU) 2016/679) or
<br />the Data Protection Act 2015 of the United Kingdom, then, in addition, at the written request of Customer, the parties will
<br />execute an applicable data processing addendum, available at https://www.trimble.com/privacy/DPA-TI-EuroSubs (or any
<br />successor url). Transfers of Personal Information from Trimble entities located in Europe, acting as data exporter, to Trimble
<br />entities in the USA, acting as data importer, are governed, for the benefit of Customer, by the Standard Contractual Clauses
<br />available at the same url or upon written request to Trimble.
<br />11.6. If the processing of Personal Information by Trimble is subject to US data protection laws, rules or regulations, then the US
<br />Data Processing Addendum for Customer Personal Information (available at
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