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DocuSign Envelope ID: 6BBA9CA6-BEBB-4290-82B7-501D979EB000
<br />sensitive or proprietary information, whether orally or in written:, electronic or other form or media, and whether or
<br />not marked, designated or otherwise identified as "confidential" (collectively, "Confidential lnformation" ]. The
<br />Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of
<br />the Disclosing Party and shall restrict dissemination of Confidential Information within its own organization to
<br />those employees who have a need to have access to the Confidential Information_ Tlic Receiving Party agrees to
<br />protect Confidential Information by using at least the sine degree of care as it would use to protect its own
<br />information oflikc importance, blit in no case less than reasonable care. Each Party shall take appropriate mease
<br />and in no event less than reasonable measures, by instruction and written agreement, wiurs, th confidentiality terms no
<br />less stringent than those herein, prior to disclosure to such emPloyees to protect against unauthorized use or
<br />disclosure.
<br />8.2 Exceptions to Confidential Information. The obligations in Section T1 do not apply to Confidential
<br />Information which; (a) was rightfully in possession of or known to the Receiving Party without any obligation of
<br />confidentiality prior to receiving it from the DIsclosing Party, as evidenced by the Receiving Party's records; (b) is
<br />nr becomes publicly available without breach of this Agreement by the Receiving Party; (c) >xcorn known or
<br />available to the Receiving Party from a source other than the Disclosing Party without a restriction out use or
<br />disclosure of such Confidential Information; or (d) is independently developed by the Receiving Party without rise
<br />of the Confidential Information.
<br />8.3 If the Receiving Party is required by applicable law or legal process to disclose: any Confidential
<br />Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party
<br />of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense,
<br />a protective order or other remedy.
<br />8.4 The Parties acknowledge that the unauthorized lase or disclosure of Confidential information may cause
<br />irreparable farm to the Disclosing Party. Accordingly, the Parties agree that the Disclosing Party shall be entitled
<br />to seek equitable relief, including injunctive relief, in addition to all other remedies available at law for any
<br />threatened or actual breach of this Agreement with respect to Confidential information.
<br />8.5 Ascentis strati inaintain throughout the Term, the technical and security measures set forth in the Security
<br />Overview available at http:l/www.ascentis.cornlservices-descriptionsl to prevent unauthorized disclosure of Client
<br />data and Client Confidential Information and shall comply with 3€1 applicable federal, state, and local, laws,
<br />regulations and industry standards, in the performance of the Services.
<br />9. WAggnties and L2isclaime .
<br />9.I Ascentis warrants that it will make commercially reasonable efforts to cause the Services to operate
<br />Substantially in accordance with the applicable Order Form, SOW and Services Descriptions.
<br />9.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORT[-[ IN SECTION 9. 1. THE SERVICES ARE
<br />PROVIDED "AS IS" AND ASCENTIS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
<br />IMPLIED, STATUTORY OR OTITER, AND ASCENTIS SPECIFICALLY DISCLAIMS ALL 14PL[EL7
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON.
<br />INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE
<br />PRACTICE. WITHOUT LIMITING THE FOREGOING, ASCENTIS MAKES NO WARRANTY OF ANY KIND
<br />THAT THE SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER
<br />PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY FNTENDED
<br />RESULT, BF COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE
<br />SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE,
<br />9.3 Ascentis' ability to timely perforin the Services is dependent upon Client's timely completion of its tasks
<br />and, therefore, Ascentis will not be responsible for Client -caused delays including any taxes, penalties, and interest
<br />charges that may result due to such delays.
<br />Ascentis MSA v0204t8 Page 3 of 6
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