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deemed Client Confidential Information for purposes of this Agreement and the protections and
<br />requirements set forth herein.
<br />7.2. The Client acknowledges that Contractor may use products, materials, or methodologies proprietary to
<br />Contractor. The Client agrees that Contractor's provision of services under this Agreement shall not be
<br />grounds for the Client to have or obtain any rights in such proprietary products, materials, or
<br />methodologies unless the parties have executed a separate written agreement with respect
<br />thereto. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all
<br />information provided to it by the Client as confidential and shall not disclose any such information to a
<br />third party without the prior written approval of the Client. Subcontractors and affiliates of Contractor
<br />who need to know the Confidential Information to perform the Services shall not be considered third
<br />party for purposes of this Section.
<br />7.3. Unauthorized Access. Contractor shall store and maintain Client Information in a secure manner and
<br />shall not allow unauthorized users to access, modify, delete or otherwise corrupt Client Information in
<br />any way. Contractor shall notify the Client immediately if the security or integrity of any Client
<br />information has been compromised or is believed to have been compromised, in which event, Contractor
<br />shall, in good faith, use all commercially reasonable efforts to cooperate with the Client in identifying
<br />what information has been accessed by unauthorized means and shall fully cooperate with the Client to
<br />protect such information from further unauthorized disclosure.
<br />8. COMPLIANCE WITH LAWS
<br />8.1. Contractor Compliance with Laws. Contractor will perform its obligations under this Agreement in a
<br />manner that complies with all Laws: (i) applicable to Contractor and Contractor's business, activities,
<br />Contractor's facilities and the provision of Services hereunder, including Laws of any country or
<br />jurisdiction from which or through which Contractor provides the Services or obtains resources or
<br />personnel to do so; and (ii) applicable to Client and Client's affiliates. "Laws" shall include and refer to
<br />any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees,
<br />decisions and judgments, executive and government orders and ordinances, and any and all directives of
<br />regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations
<br />of any self -regulatory organization by which any party may be bound, including the Laws of each and
<br />every jurisdiction applicable to Client, Contractor, this Agreement and the performance of the Services.
<br />8.2. Client Compliance with Laws. Client will perform its obligations under this Agreement in a manner that
<br />complies with all Laws applicable to Client's business, activities, and facilities. "Laws" shall include and
<br />refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial
<br />decrees, decisions and judgments, executive and government orders and ordinances, and any and all
<br />directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and
<br />regulations of any self -regulatory organization by which any party may be bound.
<br />9. LIMITED WARRANTIES, REPRESENTATIONS AND COVENANTS
<br />9.1. Contractor represents, warrants and covenants as follows:
<br />a. Contractor has the right to enter into this Agreement and perform in accordance with the terms of this
<br />Agreement, and such actions do not violate any third -party agreement or other obligation by which
<br />Contractor is bound.
<br />b. Contractor is duly qualified to do business and is in good standing in every jurisdiction in which such
<br />qualification is required for purposes of this Agreement, except where the failure to be so qualified, in
<br />the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations
<br />under this Agreement;
<br />c. Contractor has the full right, corporate power and authority to enter into this Agreement, to grant the
<br />rights and licenses granted under this Agreement and to perform its obligations under this Agreement;
<br />d. The execution of this Agreement by Contractor's representative herein has been duly authorized by all
<br />necessary corporate action of Contractor.
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