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d. Restrictions. Enrolled Affiliate must rint (arid is not licensed to) (1) reverse engineer, decompile, or disassemble any; Product or Fix; (2) install or use non -Microsoft sofiware or technology in any way that �r�ould subject Microsoft's intellectual property or technology to any other license terms; or (3) work around carry technical limitations in a f todLict or Fix or restrictions in Product floGumenlation. Customer must not (and is not licensed to) () separate and run parts of a Product or Fix on more 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 (d) distribute, sublicense, rent, lease, tend any Products or Fixes, in whole or in part, or use Them to offer hosting services to a third party.' e. Reservation of rights, f rodUri5 and Fixes are protected by copyright and other intellectual property rights laws and international 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. 8. 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 agreement, (b) the receiving party received Iawfully frorn another source without a confidentiality obligation, (c) is independently developed, or (d) is a comment or suggestion volunteered about the other party's business, products or services. Each party will take reasonable steps to protect the other's Confidential Information and will use (lie 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. Affiliales, 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 unauthorized 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 I notifies the other party (if legally permissible:) to enable the other party to seelc a protective order. Neither party is recluired to restrict work assignments of its Representatives who have had access to Co4identiat 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 (ii) for all other Confidenlial Information, for a period of We years after a party receives the Confidential Infommation. 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. Elnroiled 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) fnay he transferred, stored and processed in the united States or any other country in which Microsoft or its service providers maintain facilities and (0) will be subject to the privacy terms specified in the Use Rights. Microsoft will abide by the requirements of European Economic Area and Swiss data protection F'A201GAUgLl tiftir ;,1IING) tPhw'2n i iil Pige 7 or I I Document X20-102M City Council 18 — 103 1/20/2026