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of this Agreement, Customer agrees that Agency360 may (i) terminate this Agreement pursuant to Section 8 or (ii) with timely telephonic or electronic notice to Customer, suspend access to the Services if Agency360 reasonably concludes that the Services (A) are being used to engage in denial of service attacks or illegal activity; or (B) are causing immediate, material, and/or ongoing harm to Agency360 or others. If Agency360 suspends Customer's access to the Services, Agency360 shall use commercially reasonable efforts to limit the suspension to the offending portion of the Services and resolve the issues causing the suspension of Services. Customer further agrees that Agency360 shall not be liable to Customer nor to any third party for any suspension of the Services under such circumstances as described in this Section, Customer and Users acknowledge that Agency360 will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations. 3. Confidentiality. (a) Confidential Information. The Customer and Agency360, as the case may be, (the "Receiving Party") shall hold in trust for the other party hereto (the "Disclosing Party"), shall not disclose to any person, firm or entity other than the Receiving Party's employees and agents who have a need to know such information in order to perform the Services, and shall not use in any way detrimental to the Disclosing Party, any confidential or proprietary information of the Disclosing Party ("Confidential Information"). For purposes of this Agreement, "Confidential Information" shall include Customer Data, each party's proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the Services, and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential information shall not include information that; (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault of the Receiving Party; (iv) the Receiving Party becomes aware of from a third party not bound by non -disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (vi) is aggregate data regarding use of Agency360's products and services that does not contain any personally identifiable or Customer -specific information, (b) Non -Disclosure Obligations. Each party agrees: (i) to keep confidential all Confidential Information; (ii) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement or as directed by the Disclosing Party; (iii) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information); and (iv) to make Confidential Information available to authorized persons only on a "need to know" basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or a regulation. 4. Intellectual Property. (a) Ownership of Customer Data. As between Agency360 and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer, provided that in the event 6