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the same manner as it holds its own Confidential
<br />Information of like kind, but in any case, by the
<br />use of at least reasonable care. Disclosures of
<br />Confidential Information shall be restricted to
<br />those individuals who are participating in the
<br />performance of this Agreement and who are
<br />bound by obligations of confidentiality
<br />comparable to those set forth herein, provided
<br />that no disclosure of Confidential Information
<br />shall be made in violation of Applicable Privacy
<br />and Data Security Laws.
<br />4.2 Each Party shall implement appropriate
<br />administrative, physical, and technical
<br />safeguards to protect Confidential Information,
<br />including the PII of any User, and the LRNG
<br />Platform against unauthorized access or use.
<br />4.3 Except as otherwise specifically authorized by
<br />the disclosing Party in writing, neither Party shall
<br />reproduce, disclose or use any Confidential
<br />Information of the other Party for any purpose
<br />other than carrying out the activities
<br />contemplated in this Agreement or as expressly
<br />permitted by the disclosing Party in writing.
<br />4.4 Each Party further agrees to advise such Party's
<br />Personnel of the proprietary and confidential
<br />nature of the Confidential Information and the
<br />terms and conditions of this Agreement. Each
<br />Party shall be liable for any breach of this
<br />Agreement by such Party's Personnel.
<br />4.5 Each Party shall notify the other Party of any
<br />Data Breach as quickly as possible consistent
<br />with the legitimate needs of law enforcement or
<br />as necessary to determine the scope of the Data
<br />Breach and restore the reasonable integrity of the
<br />data system. After providing notice to the other
<br />Party of the Data Breach, the Party that sustained
<br />the Data Breach shall cooperate and coordinate
<br />with the other Party regarding an investigation of
<br />the Data Breach and compliance with any
<br />applicable breach notification laws or
<br />regulations,
<br />4.6 Each Party shall return or destroy all such
<br />Confidential Information of the other upon
<br />request of the other Party.
<br />4.7 If a Party is required by Iaw, rule or regulation,
<br />or requested in any judicial or administrative
<br />proceeding or by any governmental or regulatory
<br />authority, to disclose any Confidential
<br />Information of the other Party, such Party shall
<br />notify the other Party of such request promptly
<br />so that the other Party may seek an appropriate
<br />protective order or similar protective measure
<br />and shall, upon request and expense of the other
<br />Party, shall cooperate in seeking such order or
<br />similar protective measure. If a Party is
<br />compelled to disclose the Confidential
<br />Information, the Party shall disclose only that
<br />portion of the Confidential Information it is
<br />legally compelled or required to disclose. A
<br />Party shall not be held crhninally or civilly liable
<br />under any federal or state trade secret law for the
<br />disclosure of a trade secret that is made in
<br />confidence to a federal, state or local government
<br />official or to an attorney solely for the purpose of
<br />reporting or investigating a suspected violation
<br />of law. A Party shall not be held criminally or
<br />civilly liable under any federal, state trade secret
<br />law for the disclosure of a trade secret that is
<br />made in a complaint or other document filed in a
<br />lawsuit or other proceeding, if such filing is made
<br />under seal. A Party who files a lawsuit for
<br />retaliation by the other Party for reporting a
<br />suspected violation of law may disclose the trade
<br />secret to its own attorney and use the trade secret
<br />information in the court proceeding, if such Party
<br />files any document containing the trade secret
<br />under seal and does not disclose the trade secret,
<br />except pursuant to court order.
<br />5. Intellectual Propertx.
<br />5.1 General. Both Parties acknowledge that the
<br />other Party has existing Intellectual Property
<br />Rights to their respective data, content, Trade
<br />Rights, inventions, discoveries, methods, ideas,
<br />systems and software. All Intellectual Property
<br />Rights to any and all ideas, including the LRNG
<br />Platform, programs, systems, or other matter will
<br />remain the property of their respective owners.
<br />5.2 Member Permitted Data. Member shall retain all
<br />ownership rights in Member Permitted Data.
<br />Member grants CS a non-exclusive, perpetual,
<br />worldwide, irrevocable, royalty -free, fully
<br />sublicensable license to use, access, and create
<br />derivative works of all Member Pennitted Data.
<br />5.3 LRNG User Data,• License to Member Affiliated
<br />User Data. CS shall retain all ownership rights in
<br />LRNG User Data Provided that User has so
<br />consented, CS grants Member a non-exclusive,
<br />revocable, royalty -free license to use and access
<br />solely for research and programmatic purposes
<br />all Member Affiliated User Data. Member shall
<br />not publish or share with any third party any Pit
<br />included within the Member Affiliated User
<br />Data. Member must destroy all Pit contained
<br />within the Member Affiliated User Data when
<br />such information is no longer necessary to
<br />accomplish the Services.
<br />5.4 Member Content IP. Except as may otherwise be
<br />provided herein, Member shall own Member
<br />Content IP. To ensure that Member Content IP
<br />benefits the public, Member shall, and CS will
<br />require other organizations to, make Member
<br />rev: 2017-11-02
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