MANAGED CAREER SOLUTIONS, SPC (2)

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(a) was publicly known prior to disclosure of such Confidential Information to Recipient; (b) is or becomes publicly known, without fault on the part of Recipient, subsequent to disclosure of such Confidential Information to Recipient; (c) was otherwise known by Recipient prior to communication to Recipient of such Confidential Information as evidenced by written records; (d) becomes available to the Recipient on a non -confidential basis from a source other than the Discloser who is not, to the Recipient's knowledge, after reasonable inquiry, under any obligation of confidentiality to the Discloser; and (e) has been independently developed by Recipient without access to such Confidential Information, as evidenced by written records. 7. In the event that Recipient is requested or required pursuant to applicable law, regulation or order issued by any administrative, governmental, regulatory or judicial authority, or in response to a request from or requirement of the Recipient's auditors, regulators or rating agencies, to disclose any Confidential Information, Recipient may disclose such Confidential Information, subject to this Section 7. Prior to responding to such request or requirement, the Recipient will provide the Discloser with prompt notice of any such requests or requirements (unless prohibited by applicable law from doing so), so that the Discloser may seek an appropriate protective order or, if appropriate, waive Recipient's compliance with the provisions of this Agreement. Recipient intends to treat the disclosed information as confidential. 8. Nothing in this Agreement shall be deemed, by implication or otherwise, to convey to Recipient any license or other rights under any patents, patent applications, copyrights, trademarks, trade secrets, inventions or any other intellectual property owned by Discloser, nor shall this Agreement be deemed a commitment of any kind by either Party to enter into any further agreement with the other. Should the Parties enter into any such further agreement, this Agreement shall not terminate but shall continue in full force and effect according to the terms and conditions hereof, unless otherwise agreed upon in writing by both Parties. 9. Either Party may terminate this Agreement with thirty (30) days' prior written notice to the other Party. The obligations of confidentiality and non-use hereunder will survive for a period of one (1) year from the disclosure of any such Confidential Information provided, however, that such obligations with respect to trade secrets included in the Confidential Information and identified and maintained as trade secrets by the Discloser will continue for so long as such trade secrets retain their legal status as trade secrets. 10. This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to conflicts of law provisions. In the event any legal action becomes necessary to enforce or interpret the terms of this Agreement, the Parties agree that such action will be brought in the Orange County Superior Court or U.S. District Court for the Central District of California (Southern Division), as appropriate, and the Parties hereby submit to the jurisdiction of said courts.