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AmpliFund <br /> Services (except for any Taxes assessable against AmpliFund based on its net <br /> income). If Customer is exempt from state and local government taxes, then <br /> Customer represents and warrants it has provided evidence of such exemption to <br /> AmpliFund prior to the Effective Date. <br /> 5. Confidential Information. <br /> a. Definition. As used herein, but subject in every respect to the Addendum <br /> (Washington State Transparency Laws), "Confidential Information" means all <br /> confidential information disclosed by a Party ("Disclosing Party") to the other <br /> Party("Receiving Party"),that is marked in writing as"confidential"or by a similar <br /> designation.For clarity,but subject in every respect to the Addendum(Washington <br /> State Transparency Laws, Confidential Information also includes the AmpliFund <br /> technology underlying the Platform and any related non-public specifications, <br /> documentation or technical information that AmpliFund makes available to <br /> Customer. Subject in every respect to the Addendum (Washington State <br /> Transparency Laws), Confidential Information does not include any information <br /> that(i)is or becomes generally known to the public without breach of any obligation <br /> owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its <br /> disclosure by the Disclosing Party without breach of any obligation owed to the <br /> Disclosing Party; (iii)is received from a third party without breach of any obligation <br /> owed to the Disclosing Party; or (iv) was independently developed by the <br /> Receiving Party. <br /> b. protection of Confidential Information. Subject in every respect to the Addendum <br /> (Washington State Transparency Laws), the Receiving Party will use the same <br /> degree of care that it uses to protect the confidentiality of its own confidential <br /> information of like kind (but in no event less than reasonable care).The Receiving <br /> Party may only use the Disclosing Party's Confidential Information to perform its <br /> obligations or exercise its rights under this Agreement. Except as expressly <br /> authorized by the Disclosing Party in writing, but subject in every respect to the <br /> Addendum (Washington State Transparency Laws), the Receiving Party will limit <br /> access to Confidential Information of the Disclosing Party to those of its and its <br /> affiliates' employees, contractors or agents who need such access to perform <br /> obligations under this Agreement and who agree to abide by the terms set forth in <br /> this Section 5. <br /> c. Compelled Disclosure. Subject in every respect to the Addendum (Washington <br /> State Transparency Laws), the Receiving Party may disclose Confidential <br /> Information of the Disclosing Party if it is compelled by law to do so, provided the <br /> Receiving Party gives the Disclosing Party prior notice of such compelled <br /> disclosure (to the extent legally permitted) and reasonable assistance, at the <br /> Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. <br /> 6. Term and Termination. <br /> Page 5 of 17 <br />