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.< OPTIONAL PROVISIONS 24. Confidentiality Provisions 24<1 Confidentiality - Reciprocal Obligation 2U Gramm-Leach- Bliley Compliance a) As used in this Agreement the term "Confidentiallnfonnation" means: (1) any specific types of information so identified in this Agreement or an applicable Order Form or SOW, if any; and (2) information and data in written, graphic or machine-readable form which is fur- nished by one party hereunder ("disclosing party") to the other party ("receiving party") and which is marked "Confidential" or otheTWise contains a proprietary legend, Of from the cir- cumstances should reasonably be considered confidentiaL ConfidentiallnfoTIllation may also include oral information disclosed by one party to the other pursuant to, or in the course of per- formance under, this Agreement, provided that such is either designated as confidential at the time of disclosure or from the circumstances should reasonably be considered confidentiaL Without limiting the generality of the foregoing, "Confidential Infonnation" shall include CUS8 tomer lists, marketing information, and similar information relating to a disclosing party's ex- isting or planned business affairs or those of any of its customers. b) Confidential Information does not include information or data of a disclosing party which, now or in the future, (I) is publicly available without breach of this Section or of another con8 fidentiality obligation in favor of the disclosing party, or (2) is independently developed by the receiving party without breach of the obligations of this Section, or (3) is disclosed to the re- ceiving party by a third party without breach of an obligation of confidence to the disclosing party, or (4) is disclosed or used by the receiving party with the written consent of the disclos8 ing party. c) Each receiving party will (1) use reasonable efforts, but no less than the efforts it uses to safeguard its own confidential information, to safeguard any Confidential Information dis- closed to it by the disclosing party, and (2) not use any such Confidential Information except as pennitted by this Agreement. d) A receiving party's disclosure of Confidential Information pursuant to legal or administra- tive process or as othenvise required by law, but not more than to the minimum extent required by such process or law, will not be deemed to breach this Agreement, provided thai: (I) the re- ceiving party promptly notifies the disclosing party of its proposed disclosure, to the greatest extent not prohibited by applicable law, as soon as possible upon being served with such proc- ess or otherv,iise learning of the apparent requirement to make such disclosure, and (2) the re- ceiving party cooperates fully with the disclosing party in attempting to secure appropriate le- gal protection for the Confidential Information proposed to be disclosed, e.g., in the fonn of a court-ordered protective order. a) These provisions apply, in addition to the confidentiality portions of this Agreement, if and to the extent that (i) you are a "financial institution," and (ji) you disclose "nonpublic personal information" of or about a "consumer" to us, as the quoted terms are defined in the Gramm- Leach8Bliley Act, 15 U.S.c. S 6801 et seq., and the applicable implementing regulations b) We agree that we will maintain the confidentiality of such nonpublic personal infonnation and will not use it other than to carry out the purposes for which it was disclosed to us under this Agreement, or as permitted by any applicable exception under the Act and/or applicable governmental regulations. c) We agree that we will not, directly or through an affiliate of ours, disclose such nonpublic personal information to any other person that is a nonaffiliated third party of both you and us, unless such disclosure would be lawful if made directly to such other person by you. BINDVIEW CUSTOMER AGREEMENT 95-3172 PAGE 34