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PROCOREO
<br />unauthorized modification of the Services. This section states Procore's sole and exclusive liability and
<br />Customer's sole remedies for any threatened or actual infringement of proprietary rights.
<br />8.2 During the Term, Customer shall defend, indemnify, and hold harmless Procore and its officers,
<br />directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities,
<br />judgments, settlements, losses, costs, or expenses of any kind, including reasonable attorneys' fees, arising out
<br />of (a) processing of Customer Data within the scope of this Agreement; (b) Customer's misuse of the intellectual
<br />property rights of any third party; and (c) any Customer Content that may violate section 3.5 of this Agreement.
<br />9. CONFIDENTIALITY.
<br />The Parties and Authorized Users shall, during and after the existence of this Agreement, hold in strictest
<br />confidence and will not use for any purpose unrelated to its performance of this Agreement or disclose to any
<br />third party, any Confidential Information of the other Party. The term "Confidential Information" means all non-
<br />public information that the other Party designates as being confidential, or which, under the circumstances of
<br />disclosure, ought to be reasonably understood to be confidential. Confidential Information includes, but is not
<br />limited to, information concerning business methods, pricing, business plans, new product launches, new product
<br />development, customer and vendor information, internal policies and procedures, other financial information,
<br />technical information and design, and the terms and conditions of this Agreement. Each Party shall not disclose
<br />the other Party's Confidential Information without the prior written consent of such other Party, except to its
<br />employees, contractors, or agents who have a specific need to know such information and are under a written
<br />obligation of confidentiality at least as restrictive as that contained in this section. Information will not be deemed
<br />confidential if it (a) was known to the receiving Party and was acquired through proper methods, priorto its receipt
<br />from the disclosing Party, as evidenced by written records of the receiving Party; (b) is now or later becomes
<br />(through no act orfailure on the part of the receiving Party) generally known through no breach of this Agreement
<br />by the receiving Party; (c) is supplied to the receiving Party by a third party that is free to make that disclosure
<br />without restriction; or (d) is independently developed by the receiving Party without use of or reference to any
<br />Confidential Information provided by the disclosing Party. The restrictions on disclosure imposed by this section
<br />do not apply to information that is required by law ororderof a court, administrative agency, or other governmental
<br />body to be disclosed by the receiving Party, provided that in each such case the receiving Party provides the
<br />disclosing Party with prompt written notice of such order or requirement and reasonably assists the disclosing
<br />Party, atthe disclosing Party's expense, in seeking a protective orderor other appropriate relief. Upon termination
<br />of this Agreement, each Party shall promptly cease all further use of Confidential Information, return to the other
<br />Party all physical materials containing Confidential Information, whether the materials were originally provided
<br />by the disclosing Party or copied or otherwise prepared by the receiving Party, and erase or otherwise destroy
<br />any Confidential Information kept by either Party in electronic or other non-physical form. The Parties
<br />acknowledge that the receiving Party will not be required to return to the disclosing Party or destroy those copies
<br />of Confidential Information residing on the receiving Party's backup or disaster -recovery systems, or which must
<br />be maintained for regulatory or policy purposes; provided that such Party continues to abide by its obligations
<br />underthis section. Procore will be deemed to satisfy its obligations to return Confidential Information if it complies
<br />with its obligations with respect to the export or availability of Customer Content in Exhibit A. Termination or
<br />expiration of this Agreement will not affect each Party's continuing obligations under this section.
<br />10. PRIVACY.
<br />The Procore "Privacy Policy" is located at http://www.procore.com/legal/privacy and may be amended from time
<br />to time. Any updates to the Privacy Policy will be posted to the Site and will be effective immediately upon posting
<br />to the Site. Procore will provide a notification to Customer, via the Site, of updates to the Procore Privacy Policy.
<br />It is Customer's responsibility to review updates to the Privacy Policy to ensure that Customer acknowledges that
<br />Procore processes Customer Data in accordance with the Procore Privacy Policy. If there is any conflict between
<br />the Privacy Policy and this Agreement, this Agreement will govern.
<br />Procore Technologies, Inc. MSA_2019_V1
<br />www.procore.com
<br />25A-14
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