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Docusign Envelope ID:DFB5D9D9-859F-472D-9C39-2185492D36D1 • • t"Y'llndbase _w---- By Versaterm information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 9.2. Obligations of Confidentiality.During the Term and for a period of three(3)years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9—Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company,any other wholly owned subsidiaries of the same parent company),agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in,this Agreement;(c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement. 9.3. Exceptions.Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation(a)is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser;(c)is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; (d) is independently developed by Recipient without the use of,or reference to,any of Discloser's Confidential Information or any breach of this Agreement, (e) is required to be disclosed pursuant to a court order or subpoena, provided that the receiving party gives the disclosing party prompt written notice of such requirement and cooperates, as requested, in any effort by the disclosing party to seek a protective order or other remedies,or(d)is subject to release under the applicable public records law. 9.4. Ownership of Confidential Information.All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser(including as permitted herein).Within ten(10) days of receipt of Discloser's written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed.However, Recipient may retain(a)one(1)archival copy of the Confidential Information for use only Page 10 of 18