COMPULINK MANAGEMENT CENTER, INC., DBA: LASERFICHE

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time of disclosure; or (e) is required to be disclosed by administrative or judicial action, provided that upon receiving notice, Recipient Immediately notifies Discloser of such action to give Discloser the opportunity to seek any other legal remedies to maintain such Confidential Information in confidence; or (f) approved for release by written authorization of Discloser; provided, however that these exceptions will not apply to Confidential Information that Is or includes personally identifiable information as defined by applicable privacy law ("Personal Information") unless the Recipient possesses and has the right to disclose any such Personal Information Independently of Its relationship with Discloser and its affiliates and Representatives. Additionally, if and to the extent that either party's Confidential Information is a trade secret under applicable law, it will remain Discloser's trade secret until the occurrence of one of the exceptions stated in this Section 2.2. 3. Non -Disclosure of Confidential Information and Term 3.1 This Agreement will remain in effect from the Effective Date until three years after this Agreement is terminated ("Disclosure Period"). Notwithstanding the foregoing: (1) if the Confidential Information Is a trade secret, Recipient's obligation of non -disclosure and non-use will continue as long as such Confidential Information is a trade secret; and (ii) Recipient's obligation of non -disclosure and non-use of Personal Information will continue indefinitely. Duringthe Disclosure Period, Recipient must retain the Confidential Information in confidence, not make any use of such Confidential Information other than as permitted here, and not disclose such Confidential Information to any third party without the express prior written authorization of Discloser. Either party may terminate this Agreement with thirty (30) days written notice to the other party. All Confidential Information disclosed, delivered to or acquired by a Recipient from a Discloser will be and remain the sole property of Discloser. 3.2 Discloser's Confidential Information may only be disclosed to Recipient's Representatives who have a need to know such information. Recipient must use at least as great a standard of care in protecting Discloser's Confidential Information as it uses to protect its own information of like character, but no less than a reasonable degree of care. Discloser's Confidential Information may be used only for the Purpose of this Agreement unless Discloser agrees otherwise in writing. Upon Discloser's written request, Recipient shall (at the Recipient's election) promptly return or destroy (provided that any such destruction shall be certified by a duly authorized representative of Recipient) all Confidential Information of Discloser and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard -copy form or on intangible media, such as electronic mail or computer files) in Recipient's possession or In the possession of any Representative; provided, however: (1) that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; (ii) that Recipient shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with general systems archiving or backup policies; and (III) that Page 2 of 6