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d. Restrictions. Enrolled Affiliate must not (and is not licensed to) (t) reverse engineer, decompile, or disassemble any Product or Fix; (2) install or use non -Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer must not (and is not licensed to) O separate and run parts of a Product or Fix on rnore than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately; or (ii) distribute, sublicense, rent, lease, lend any Products or Fixes, in whole or in part, or use them to offer hosting services to a third party.' e. Reservation of rights, Products and Fixes are protected by copyright arid other intellectual properly rights laws and interriational treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. B. Confidentiality. "Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including Customer Data Confidential Information does not include information that (a) becomes publicly available without a breach of this agreemment, (b) the receiving party received lawfully from another source without a confidentiality obligation, (c) is independently developed, or (d) is a comn'ienl or suggestion volunteered about the other party's business, products or services. Each parly,dill take reasonable steps to protect the other's Confidential Information and will use the other party's Confidential Information only for purposes of the parties' business relationship. Neither, party will disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants ("Representatives") and then only on a need -to -know basis under nondisclosure obligations at least as protective as this agreement. Each party remains responsible for the use of the Confidential Information by its Representatives and, in the event of discovery of any a nauthorized use or disclosure, must promptly notify the other party. A party may disclose the other's Confidential Information if required by law; but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information Each party agrees that the use of information retained in Representatives' unaided memories in the development or deployment of the parties' respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly. , These obligations apply (i) for Customer Data until it is deleted from the online Services, and (it) for all other Confidential Inforrnation, for a period of five years after a party receives the Confidential Information. r 9. Privacy and compliance with laws. a. Enrolled Affiliate consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter 'of this Agreement, Enrolled Affiliate will obtain all required consents from third parties under applicable privacy and data protection law before providing personal information to Microsoft. b. Personal information collected under this agreement (i) may he transferred, stored and processed in the United States or any other country in which Microsoft or its service providers maintain facilities and (ii) will be subject to the privacy terms specified in the Use Rights. Nlicrosoft will abide by the requirements of European Economic Area and Swiss data protection FA2i110Air+(U1,)S1 G,(rSNG)(NOv20lxil Page 7 or 1 I Uocwucnt x20.10209 City Council 18 — 54