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24. CONFIDENTIALITY. "Confidential Information" as used herein, means non-public information that is
<br />exchanged between the Parties, provided that such information is: (i) labeled or identified "Confidential"
<br />at the time it is provided by the disclosing Party, or (ii) disclosed under circumstances that would
<br />indicate to a reasonable person that the information should be treated as confidential by the Party
<br />receiving the information. If the dlisclosing Party fails to identify information as "Confidential Information!"'
<br />at the time of disclosure it may subsequently identify the information, as "'Confidential Information" by
<br />giving written notice to the other Party.
<br />Notwithstanding the foregoing definition, the term Confidential Information does not include information
<br />which: (i) has been published by the disclosing Party or is otherwise in the public domain through, no
<br />fault of the receiving Party; (ii) is properly within the legitimate possession of the receiving Party prior
<br />to its disclosure hereunder and without any obligation of confidence; (iii) is lawfully received by receiving
<br />Party from a third party who lawfully possesses the information and who is not restricted from disclosing
<br />the Confidential Information to the receiving Party; (iv) is independently developed by the receiving
<br />Party without use of the Confidential Information; or (v) is approved for disclosure by the disclosing
<br />Party, in writing, prior to its disclosure.
<br />Each Party understands and agrees that in the performance of Services under this Agreement, or in
<br />contemplation thereof, that a Party may have access to Confidential Information of the other Party. The
<br />receiving Party agrees that all Confidential Information disclosed by the other Party shall be held in
<br />confidence and used only in performance of Services under this Agreement. The receiving Party shall
<br />exercise the same standard of care to protect such Confidential Information as is used to protect its
<br />own proprietary data, but in no event, less than a reasonable standard of care.
<br />Confidential Information may be disclosed in response to a valid order of a court or other governmental
<br />body or as otherwise required Iby law; provided, however, that the receiving Party first gives notice to
<br />the disclosing Party and has, as appropriate: (i) fully cooperated in the disclosing Party's attempt to
<br />obtain a "protective order" from the appropriate court or other governmental body, or (ii) attempted to
<br />classify the media containing the Confidential Information to prevent access by the public, in
<br />accordance with the provisions of the federal Freedom of Information Act ("FOIA") or similar state
<br />statutes.
<br />25. INTELLECTUAL PROPERTY OWNERSHIP, RESERVATION OF RIGHTS. Customer acknowledges
<br />and agrees that (i) Equipment and/or Services, may contain, embody, or be based on, patented or
<br />patentable inventions, trade secrets, copyrights, and other intellectual property rights of NEC or the
<br />Equipment manufacturer, and that NEC or the manufacturer, respectively shall continue to be the sole
<br />owner of all Intellectual Property Rights in the Equipment. (ii) NEC and its licensors own and shall retain
<br />all rights, title, and interest in and to the NEC Software, including without limitation, all intellectual
<br />property rights embodied therein; and (iii) the NEC Software's structure, organization, sequence, and
<br />source code are the valuable trade secrets and confidential information of NEC and/or its licensors
<br />("NEC Intellectual Property"),
<br />The NEC Software is protected by law, including without limitation the copyright laws of the United
<br />States and other countries, and by international treaty provisions. Except as expressly stated herein,
<br />this license does not grant Customer any intellectual property rights in the NEC Software and all rights
<br />not expressly granted are reserved by NEC and its licensors. Customer agrees not to remove or
<br />obliterate any copyright, trademark, or other proprietary rights notices contained in or on the NEC
<br />Software.
<br />Unless otherwise expressly agreed in writing by the Parties in a separate Appendix, including a
<br />Statement of Work, should NEC, as a result of performing Services under an Order, create or discover
<br />new know-how, techniques, or other intellectual property ("New IP"), NEC shall own this New IP.
<br />Biome,tric Master Purchase and Sales Agreement 00062015 Page 9
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