Common use of Obligations of Customer Clause in Contracts

Obligations of Customer. From and after the Execution Date, subject to Section 11.3 and the rights of CUSTOMER with respect to the PROVIDER Licensed Technology pursuant to Exhibit I, and except as otherwise contemplated by this Agreement, CUSTOMER shall not, and shall cause its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing Services to CUSTOMER or any Affiliate of CUSTOMER or use or otherwise exploit for its own benefit or for the benefit of any third party, any PROVIDER Confidential Information. If any disclosures are made in connection with providing Services to CUSTOMER or any of its Affiliates under this Agreement, then the PROVIDER Confidential Information so disclosed shall be used only as required to perform the Services. CUSTOMER and its Affiliates shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the PROVIDER Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 11.2, any Information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by GE or any of its Affiliates (other than any member of the Genworth Group) furnished to or in possession of CUSTOMER or any of its Affiliates, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by CUSTOMER or its officers, directors and Affiliates, that contain or otherwise reflect such information, material or documents is hereinafter referred to as “PROVIDER Confidential Information.” “PROVIDER Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by CUSTOMER or its Representatives not otherwise permissible hereunder, (ii) CUSTOMER or such Representative can demonstrate was or became available to it from a source other than PROVIDER and its Affiliates, or (iii) is developed independently by CUSTOMER or its Representatives without reference to the PROVIDER Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by CUSTOMER to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, PROVIDER or its Affiliates with respect to such information.

Obligations of Customer. From and after the Execution Date, subject to Section 11.3 11.c and the rights of CUSTOMER with respect to the PROVIDER Licensed Technology pursuant to Exhibit I, and except as otherwise contemplated by this Agreement, CUSTOMER shall not, and shall cause its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing Services to CUSTOMER or any Affiliate of CUSTOMER or use or otherwise exploit for its own benefit or for the benefit of any third party, any PROVIDER Confidential Information. If any disclosures are made in connection with providing Services to CUSTOMER or any of its Affiliates under this Agreement, then the PROVIDER Confidential Information so disclosed shall be used only as required to perform the Services. CUSTOMER and its Affiliates shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the PROVIDER Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 11.211.b, any Information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by GE or any of its Affiliates (other than any member of the Genworth Group) furnished to or in possession of CUSTOMER or any of its Affiliates, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by CUSTOMER or its officers, directors and Affiliates, that contain or otherwise reflect such information, material or documents is hereinafter referred to as “PROVIDER Confidential Information.” “PROVIDER Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by CUSTOMER or its Representatives not otherwise permissible hereunder, (ii) CUSTOMER or such Representative can demonstrate was or became available to it from a source other than PROVIDER and its Affiliates, or (iii) is developed independently by CUSTOMER or its Representatives without reference to the PROVIDER Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by CUSTOMER to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, PROVIDER or its Affiliates with respect to such information.

Obligations of Customer. From Customer agrees: (a) Customer shall treat any information concerning the Technology (including without limitation all data, customer lists and after the Execution Daterelationships, subject to Section 11.3 specifications, designs, processes, methods, system functionality and the rights of CUSTOMER with respect to the PROVIDER Licensed Technology pursuant to Exhibit Icapability, concepts, ideas, strategic plans, product development plans, research and except as otherwise contemplated by this Agreementdevelopment, CUSTOMER shall notinformation about CCI's operations and maintenance, business activities, finances, reports, interpretations, forecasts and shall cause its Affiliates records, CCI's parent corporations, affiliated corporations and their respective Representativessubsidiary corporations, not to, directly or indirectly, disclose, reveal, divulge or communicate to if any) and any Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing Services to CUSTOMER or any Affiliate of CUSTOMER or use or otherwise exploit for its own benefit or for the benefit of any third party, any PROVIDER Confidential Information. If any disclosures are made in connection with providing Services to CUSTOMER or any of its Affiliates under this Agreement, then the PROVIDER Confidential Information so disclosed shall be used only as required to perform the Services. CUSTOMER and its Affiliates shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the PROVIDER Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 11.2, any Information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by GE or any of its Affiliates (other than any member of the Genworth Group) furnished to or in possession of CUSTOMER or any of its Affiliates, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda studies or other documents documents, whether prepared by CUSTOMER CCI or its officers, directors and Affiliatesothers, that contain or otherwise reflect such informationinformation (collectively, material or documents is hereinafter referred to as “PROVIDER the "CM Confidential Information.” “PROVIDER ") in accordance with the provisions of this Agreement. The term "CCI Confidential Information” " does not include, and there shall be no obligation hereunder with respect to, include information that which (ia) is was or becomes generally available to the public, public other than as a result of a disclosure by CUSTOMER Customer or its Representatives not otherwise permissible hereunderCustomer's directors, officers, employees, agents, or advisors, (iib) CUSTOMER or such Representative Customer can demonstrate was or became becomes available to it Customer on a non-confidential basis from a source other than PROVIDER and its Affiliates, or (iii) is developed independently by CUSTOMER CCI or its Representatives without reference advisors provided that such source is not bound by a confidentiality agreement with CCI, (b) was within Customer's possession prior to the PROVIDER Confidential Information; providedits being furnished to Customer by or on behalf of CCI, however, that, in the case of clause (ii), provided that the source of such information was not known by CUSTOMER to be bound by a confidentiality agreement withwith CCI in respect thereof. (b) Customer agrees that the CCI Confidential Information will be used solely for the purpose described in this Agreement and will not be used by Customer in any way detrimental to CCI. Customer also agrees that the CCI Confidential Information will be kept confidential by Customer, Customer's agents and employees; provided, however, that (a) any such information may be disclosed to Customer's directors, officers and employees who need to know such information for the purpose of the contemplated transaction that is the subject of this Agreement (it being understood that such directors, officers and employees shall be informed by Customer of the confidential nature of such information and shall be directed by Customer to treat such information confidentially and shall assume the same obligations as Customer under this Agreement) and (b) any disclosure of such information may be made to which CCI consents in writing. Customer shall be responsible for any breach of this Agreement by Customer's agents or employees. (c) Customer shall not grant any rights to any other contractualparty in or to the Designated Applications except as provided in this Agreement. Customer shall not copy, legal reproduce, disassemble or fiduciary obligation decompile the Software nor reverse engineer the design, function or processes of confidentiality toall or any part of the Systems. (d) Customer shall not solicit or hire any CCI employee that works with the Systems for a period of six (6) months following the earlier of (i) such employee's resignation or termination from CCI or (ii) termination of this Agreement. (e) Customer shall not, PROVIDER without CCI's prior written consent, use the name, trade names, service marks, business styles or its Affiliates with respect to such informationtrademarks or CCI.

Obligations of Customer. From and after the Execution Date, subject to Section 11.3 and the rights of CUSTOMER with respect to the PROVIDER Licensed Technology pursuant to Exhibit I, and except as otherwise contemplated by this Agreement, CUSTOMER shall not, and shall cause its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing Services to CUSTOMER or any Affiliate of CUSTOMER or use or otherwise exploit for its own benefit or for the benefit of any third party, any PROVIDER Confidential Information. If any disclosures are made in connection with providing Services to CUSTOMER or any of its Affiliates under this Agreement, then the PROVIDER Confidential Information so disclosed shall be used only as required to perform the Services. CUSTOMER and its Affiliates shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the PROVIDER Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 11.2, any Information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by GE PROVIDER or any of its Affiliates (other than any member of the Genworth Group) furnished to or in possession of CUSTOMER or any of its Affiliates, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by CUSTOMER or its officers, directors and Affiliates, that contain or otherwise reflect such information, material or documents is hereinafter referred to as “PROVIDER Confidential Information.” “PROVIDER Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by CUSTOMER or its Representatives not otherwise permissible hereunder, (ii) CUSTOMER or such Representative can demonstrate was or became available to it from a source other than PROVIDER and its Affiliates, or (iii) is developed independently by CUSTOMER or its Representatives without reference to the PROVIDER Confidential Information; provided, however, that, in the case of clause (ii), the source of such information was not known by CUSTOMER to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, PROVIDER or its Affiliates with respect to such information.