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#4833-2294-9365.4
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<br />entity, except to the receiving Party's employees who have a need to know the Confidential
<br />Information for the receiving Party to exercise its rights or perform its obligations hereunder.
<br />Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited
<br />extent required (i) in order to comply with the order of a court or other governmental body, or as
<br />otherwise necessary to comply with applicable law, provided that the Party making the
<br />disclosure pursuant to the order shall first have given written notice to the other Party and made a
<br />reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this
<br />Agreement, including to make required court filings. On the expiration or termination of the
<br />Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether
<br />in written, electronic, or other form or media, of the disclosing Party's Confidential Information,
<br />or destroy all such copies and certify in writing to the disclosing Party that such Confidential
<br />Information has been destroyed. Each Party's obligations of non-disclosure with regard to
<br />Confidential Information are effective as of the Effective Date and will expire five years from
<br />the date first disclosed to the receiving Party; provided, however, with respect to any
<br />Confidential Information that constitutes a trade secret (as determined under applicable law),
<br />such obligations of non-disclosure will survive the termination or expiration of this Agreement
<br />for as long as such Confidential Information remains subject to trade secret protection under
<br />applicable law.
<br />7. Intellectual Property Ownership; Feedback.
<br />(a) Provider IP. Customer acknowledges that, as between Customer and
<br />Provider, Provider owns all right, title, and interest, including all intellectual property
<br />rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable
<br />third-party providers own all right, title, and interest, including all intellectual property
<br />rights, in and to the Third-Party Products.
<br />(b) Customer Data. Provider acknowledges that, as between Provider and
<br />Customer, Customer owns all right, title, and interest, including all intellectual property
<br />rights, in and to the Customer Data. Customer hereby grants to Provider a non-exclusive,
<br />royalty-free, worldwide license to reproduce, distribute, and otherwise use and display
<br />the Customer Data and perform all acts with respect to the Customer Data as may be
<br />necessary for Provider to provide the Services to Customer, and a non-exclusive,
<br />perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify,
<br />and otherwise use and display Customer Data incorporated within the Aggregated
<br />Statistics.
<br />(c) Feedback. If Customer or any of its employees or contractors sends or
<br />transmits any communications or materials to Provider by mail, email, telephone, or
<br />otherwise, suggesting or recommending changes to the Provider IP, including without
<br />limitation, new features or functionality relating thereto, or any comments, questions,
<br />suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective
<br />of any other obligation or limitation between the Parties governing such Feedback.
<br />Customer hereby assigns to Provider on Customer's behalf, and on behalf of its
<br />employees, contractors and/or agents, all right, title, and interest in, and Provider is free
<br />to use, without any attribution or compensation to any party, any ideas, know-how,
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