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11. Restrictions on use. <br />Registered Affiliate must not: <br />a. separate and use the components of a Product on two or more computers, upgrade or <br />downgrade components at different times, or transfer components separately, except as <br />provided in the Product Use Rights; <br />b. reverse engineer, decompile or disassemble any Product or Fix, except where applicable law <br />permits it despite this limitation; or <br />c. distribute, sublicense, rent, lease, lend, or host any Product or Fix except as permitted by this <br />Agreement, the Product Use Rights, or in a separate written agreement <br />12. Confidentiality. <br />To the extent permitted by applicable law, the terms and conditions of this Agreement is confidential. <br />Neither party will disclose such terms and conditions, or the substance of any discussions that led to <br />them, to any third party other than Affiliates or agents, or to designated or prospective resellers who: (1) <br />have a need to know such information in order to assist in carrying out this agreement; and (2) have been <br />instructed that all such information is to be handled in strict confidence. <br />For the avoidance doubt, the parties acknowledge that this Confidentiality provision recognizes that when <br />there is a business need to do so, Microsoft and Customer may need to share/exchange their respective <br />Confidential Information with each other to develop a more meaningful business relationship. This section <br />provides Microsoft and Customer with a well-balanced, commercially reasonable and comprehensive set <br />of confidentiality terms that enable both parties to share/exchange a wide range of Confidential <br />Information with each other knowing with confidence that significant confidentiality protections are in <br />place. The confidentiality terms denoted below do not govern Microsoft's handling of Customer Data. In <br />all instances under this Agreement, Microsoft's handling of Customer Data shall be governed as <br />described under various other provisions of this Agreement and by Microsoft's data security policy. <br />a. What is included. "Confidential Information" is non-public information, know-how and Trade <br />Secrets in any form that are designated as "confidential" or a reasonable person knows or <br />reasonably should understand to be confidential. It includes non-public information regarding <br />either party's products or customers, marketing and promotions, or the negotiated terms of <br />Microsoft agreements. <br />b. What is not included. The following types of information, however marked, are not <br />Confidential Information. Information that: <br />(i) is, or becomes, publicly available without a breach of this agreement; <br />(ii) was lawfully known to the receiver of the information without an obligation to keep it <br />confidential; <br />(iii) is received from another source who can disclose it lawfully and without an obligation to <br />keep it confidential; <br />(iv) is independently developed; or <br />(v) is a comment or suggestion one party volunteers about the other's business, products or <br />services. <br />c. Treatment of Confidential Information. <br />(1) In general. Subject to the other terms of this agreement, each party agrees: <br />1) it will not disclose the other's Confidential Information to third parties; and <br />2) it will use and disclose the other's Confidential Information only for purposes of the <br />parties' business relationship with each other. <br />SelectPlus20l2AgrGov(US)SLG(ENG)(Oct20l2) Page 9 of 16 <br />Document X20.04874 <br />