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Agreement or on Licensee's use of the Services, then such taxes will be billed to and paid by Licensee. For the avoidance of doubt, all Fees listed herein are exclusive of Sales Tax. 6. CONFIDENTIAL INFORMATION (a) Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party ") to the other Party ("Receiving Party "), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the Information and the circumstances of disclosure. Without limitation, Licensee's Confidential Information will include Licensee Data; Interview Now's Confidential Information will Include the Services; and Confidential information of each Party will include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will not include any Information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (11) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (ifi) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. (b) Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Part's Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (1) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and its legal counsel and accountants without the other Parry's prior written consent. (c) Compelled Disclosure. The Receiving Party may disclose Confidential information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Parry's cost, If the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Parry's Confidential Information as part of a civil proceeding to which the Disclosing Party Is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. I 7. TERM AND TERMINATION (a) Term of Agreement. This Agreement takes effect on the date of the last signature of the signatories to the MSA, or if no signature of MSA on the start of service or on the start of the free trial or on signature of order form. This Agreement will remain in effect until all Purchase Orders have expired or been terminated in accordance with the terms of the Agreement (the "Term").