|
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 /> including the Documentation.
<br /> 9.2, Obligations. As a receiving party, each party (a) will protect the confidentiality of the disclosing party'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 a 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 parry 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 /> 10. 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 /> 11. 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 orto Trimble atTrimble's principal place of business,and such Lawsthat 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,forwhich 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 2018 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,forthe 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
<br />
|