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Documentation, or the Confidential Information, either directly or indirectly, to sell, market or
<br />distribute any software product which competes with the Laserfiche Software; or (c) utilize the
<br />Laserfiche Software, Documentation, or Confidential Information, directly or indirectly, to
<br />assist, advise or consult with any other person or company in selling, marketing or distributing
<br />any software product which competes with the Laserfiche Software; or (d) publish the Laserfiche
<br />Software for others to copy; or (e) utilize the Laserfiche Software, Documentation, or
<br />Confidential Information, directly or indirectly, to convert, or to assist, advise or consult with
<br />any other person or company to convert, any end user of the Laserfiche Software to a software
<br />product which competes with the Laserfiche Software; or (f) remove any product identification,
<br />copyright legend or other notices from the Laserfiche Software or Documentation, or directly or
<br />indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the
<br />Laserfiche Software claimed by Laserfiche or third parties identified in the Laserfiche Software
<br />or Documentation. The software source code and the trade secrets therein are not licensed to
<br />Licensee, and all modifications, additions, or deletions are strictly prohibited. Licensee must
<br />obtain Laserfiche's prior written approval to disclose to a third party the results of any
<br />benchmark test of the Laserfiche Software unless such disclosure is required under the laws of
<br />the State of California, including the California Public Records Act.
<br />B. Licensee's Confidential Information will include, but not be limited to, its trade
<br />secrets, methods, processes, procedures, formulas, know-how, designs, new products,
<br />developmental work, marketing requirements, marketing plans, customer names and data,
<br />prospective customer names and data, the terms of this Agreement and all referenced schedules,
<br />and any other information clearly identified in writing at the time of disclosure as confidential
<br />and that meets the criteria for non -disclosure under laws of the State of California, including the
<br />California Public Records Act.
<br />C. Confidential Information also includes all information received from third parties
<br />that either party is obligated to treat as confidential and all verbally -disclosed information that is
<br />identified by either party as confidential, provided that any unwritten confidential information is
<br />subsequently (within 30 days of disclosure) confirmed to be confidential by a written
<br />memorandum describing the information furnished, claiming the information to be confidential,
<br />and describing the circumstances under which it was furnished.
<br />D. Confidential Information will not include information that: (i) was in the other
<br />party's lawful possession before its disclosure and was not obtained, directly or indirectly, as a
<br />result of a breach of confidentiality or violation of law by any non-party to this Agreement; or
<br />(ii) is or becomes a part of the public domain through no wrongful or illegal act or omission of
<br />the other party or of any non-party who breached a duty of confidentiality by placing the
<br />Confidential Information in the public domain; or (iii) is lawfully disclosed to the other party by
<br />a non-party without restriction on disclosure; or (iv) is independently and lawfully developed by
<br />the other party without use of or reference to the other party's Confidential Information or breach
<br />of this Agreement. In addition, this section will not be construed to prohibit disclosure of
<br />Confidential Information to the extent that such disclosure is required by law or valid order of a
<br />court or other governmental authority; provided, however, that, if permitted by law, the
<br />responding party will first have used reasonable efforts to provide notice to the other party of
<br />such a request or order, in order to permit such other party to oppose such disclosure or to obtain
<br />Laserfiche Enterprise Software License and
<br />Professional Services Agreement Page 14
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