Common use of Ownership and Restrictions on Use Clause in Contracts

Ownership and Restrictions on Use. The Receiving Party acknowledges and agrees that, except as otherwise provided in this Agreement, the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or of a third party providing such information to the Disclosing Party. The disclosure of the Disclosing Party's Proprietary Information to the Receiving Party does not confer upon the Receiving Party any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Agreement. At all times and notwithstanding any termination or expiration of this Agreement, the Receiving Party agrees that it: {a) will hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except as approved in writing by the Disclosing Party; (b) will only use Proprietary Information received by it solely to carry out the purposes of this Agreement and for no other purpose whatsoever; (c) will only permit access to the Proprietary Information of the Disclosing Party to those of its Personnel, officers, directors, internal or external auditors ("Permitted Parties") having a need to know, who have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement; (d) will be responsible to the Disclosing Party for any Permitted Party's use or disclosure of the Disclosing Party's Proprietary Information provided to such Permitted Party by the Receiving Party; (e) will use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in any case with no less than a reasonable degree of care, including, maintaining information security standards for such Proprietary Information as are commercially reasonable (and for Heartland, in compliance with Section 9 of this Agreement); and (f) will not alter or remove any identification, copyright or proprietary rights notices which indicate the ownership of any part of the Disclosing Party's Proprietary Information. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party.

Ownership and Restrictions on Use. The Receiving Party acknowledges and agrees that, except as otherwise provided in this Agreement, that the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or of a third party providing such information to the Disclosing Party. The , and the disclosure of the Disclosing Party's Proprietary Information such information to the Receiving Party does not confer upon the Receiving Party it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Origination Agreement. At all times and notwithstanding any termination or expiration of this Origination Agreement, the Receiving Party agrees that itit will: {(a) will hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except to carry out the purposes of the Origination Agreement or as otherwise approved in writing by the Disclosing Party; (b) will only use Proprietary Information received by it solely to carry out the purposes of this Agreement and for no other purpose whatsoever; (c) will only permit access to the Proprietary Information of the Disclosing Party to those of its Personnel, officers, directors, internal or external auditors ("Permitted Parties") having personnel who have a need to know, who know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Origination Agreement; (dc) will be responsible to the Disclosing Party for any Permitted Party's third party’s use or and disclosure of the Disclosing Party's Proprietary Information provided to such Permitted Party third party by the Receiving Party; (d) only use Proprietary Information that it receives to carry out the purposes of the Origination Agreement and for no other purpose whatsoever; and (e) will use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in any case with no event less than a reasonable degree of care, includingincluding without limitation, maintaining information security standards for such Proprietary Information as are commercially reasonable (and customary for Heartlandthe type of information. Specifically, with regard to NPPI, Servicer will comply with the information security standards specific to such information set forth in compliance with Section 9 of this Origination Agreement); and (f) will not alter or remove any identification, copyright or proprietary rights notices which indicate the ownership of any part of the Disclosing Party's Proprietary Information. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party. Neither Servicer nor its Affiliates nor their respective personnel will knowingly cause or permit any of Lender’s or its Affiliates’ Proprietary Information to be sent to or accessed from any location outside of the United States of America.

Ownership and Restrictions on Use. The Receiving Party acknowledges and agrees that, that except as to the extent otherwise expressly provided in this Agreementherein, the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or of a third party providing such information to the Disclosing Party. The , and the disclosure of the Disclosing Party's Proprietary Information such information to the Receiving Party does not confer upon the Receiving Party it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Agreement. At all times and notwithstanding any termination or expiration of this Agreement, the Receiving Party agrees that itit will: {(a) will hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except as approved in writing by the Disclosing Party; (b) will only use Proprietary Information received by it solely to carry out the purposes of this Agreement and for no other purpose whatsoever; (c) will only permit access to the Proprietary Information of the Disclosing Party to those of its Personnel, officers, directors, internal or external auditors ("Permitted Parties") having Personnel who have a need to know, who know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement; (dc) will be responsible to the Disclosing Party for any Permitted Party's third party’s use or and disclosure of the Disclosing Party's Proprietary Information provided to such Permitted Party third party by the Receiving Party; (d) only use Proprietary Information that it receives to carry out the purposes of the Agreement and for no other purpose whatsoever; and (e) will use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in any case with no event less than a reasonable degree of care, including, including maintaining information security standards for such Proprietary Information as are commercially reasonable (and customary for Heartlandthe type of information. Specifically, with regard to NPPI, FMC and FMER will comply with the information security standards specific to such information set forth in compliance with Section 9 of this Agreement); and (f) will not alter or remove any identification, copyright or proprietary rights notices which indicate the ownership of any part of the Disclosing Party's Proprietary Information. Neither No Party will communicate any information to the other Party in violation of the proprietary rights of any third party. To the extent FMC or FMER delivers or is required to deliver to SunTrust any FMC Custom Model Property, FMC shall own all right, title and interest (including all trademarks, trade secrets, copyrights, patents and any other intellectual property rights) in such FMC Custom Model Property. In addition, FMC may use the data collected in activities conducted pursuant to this Agreement to prepare, develop, or modify FMC Custom Model Property, provided, however, that such FMC Custom Model Property does not include Consumer Information, which may be used to perform analysis but shall not be included in reports, studies or other FMC Custom Model Property except on an aggregated and de-identified basis. In consideration of its obligations under this Agreement, FMC shall own all right, title and interest in and to all FMC Custom Model Property. FMC Custom Model Property shall not constitute a “work made for hire” as that term is defined in the federal Copyright Act. FMC may use FMC Custom Model Property for any lawful purpose, including in support of other loan programs, during the term of the Agreement and following termination of the Agreement.

Ownership and Restrictions on Use. The Receiving Party acknowledges and agrees that, that except as to the extent otherwise expressly provided in this Agreementherein, the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or of a third party providing such information to the Disclosing Party. The , and the disclosure of the Disclosing Party's Proprietary Information such information to the Receiving Party does not confer upon the Receiving Party it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Agreement. At all times and notwithstanding any termination or expiration of this Agreement, the Receiving Party agrees that itit will: {(a) will hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except as approved in writing by the Disclosing Party; (b) will only use Proprietary Information received by it solely to carry out the purposes of this Agreement and for no other purpose whatsoever; (c) will only permit access to the Proprietary Information of the Disclosing Party to those of its Personnel, officers, directors, internal or external auditors ("Permitted Parties") having Personnel who have a need to know, who know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement; (dc) will be responsible to the Disclosing Party for any Permitted Party's third party’s use or and disclosure of the Disclosing Party's Proprietary Information provided to such Permitted Party third party by the Receiving Party; (d) only use Proprietary Information that it receives to carry out the purposes of the Agreement and for no other purpose whatsoever; and (e) will use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in any case with no event less than a reasonable degree of care, including, including maintaining information security standards for such Proprietary Information as are commercially reasonable (and customary for Heartlandthe type of information. Specifically, with regard to NPPI, Servicer will comply with the information security standards specific to such information set forth in compliance with Section 9 of this Agreement); and (f) will not alter or remove any identification, copyright or proprietary rights notices which indicate the ownership of any part of the Disclosing Party's Proprietary Information. Neither No Party will communicate any information to the other Party in violation of the proprietary rights of any third party. All Parties agree not to disclose Proprietary Information to any competitors of the Disclosing Party The Parties further agree the Disclosing Party retains all right, title and interest in and to all of its Proprietary Information and any intellectual property and industrial rights therein, including (without limitation) any patents, copyrights and registrations thereof and applications therefor, and the Disclosing Party will have all the rights and remedies available to it as a result of such right, title and interest. This Agreement does not grant or constitute an assignment of or license in or to any such Proprietary Information or intellectual or industrial property, including, without limitation, for the development, manufacture or sale by Receiving Party of products or services based on Proprietary Information or for any other use of Proprietary Information by Receiving Party except as expressly provided herein.

Ownership and Restrictions on Use. The Receiving Party acknowledges and agrees that, except as otherwise provided in this Agreement, that the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or of a third party providing such information to the Disclosing Party. The , and the disclosure of the Disclosing Party's Proprietary Information such information to the Receiving Party does not confer upon the Receiving Party it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Servicing Agreement. At all times and notwithstanding any termination or expiration of this Servicing Agreement, the Receiving Party agrees that itit will: {(a) will hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except to carry out the purposes of this Servicing Agreement or as otherwise approved in writing by the Disclosing Party; (b) will only use Proprietary Information received by it solely to carry out the purposes of this Agreement and for no other purpose whatsoever; (c) will only permit access to the Proprietary Information of the Disclosing Party to those of its Personnel, officers, directors, internal or external auditors ("Permitted Parties") having personnel who have a need to know, who know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Servicing Agreement; (dc) will be responsible to the Disclosing Party for any Permitted Party's third party’s use or and disclosure of the Disclosing Party's Proprietary Information provided to such Permitted Party third party by the Receiving Party; (d) only use Proprietary Information that it receives to carry out the CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED purposes of this Servicing Agreement and for no other purpose whatsoever; and (e) will use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in any case with no event less than a reasonable degree of care, includingincluding without limitation, maintaining information security standards for such Proprietary Information as are commercially reasonable (and customary for Heartlandthe type of information. Specifically, with regard to NPPI, Servicer will comply with the information security standards specific to such information set forth in compliance with Section 9 of this Servicing Agreement); and (f) will not alter or remove any identification, copyright or proprietary rights notices which indicate the ownership of any part of the Disclosing Party's Proprietary Information. Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party. Neither Servicer nor its Affiliates nor their respective personnel will knowingly cause or permit any of Lender’s or its Affiliates’ Proprietary Information to be sent to or accessed from any location outside of the United States of America. This Section 8.03 is subject to the rights provided to Servicer in Section 2.01(f).

Ownership and Restrictions on Use. The Receiving Party acknowledges and agrees that, that except as to the extent otherwise expressly provided in this Agreementherein, the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or of a third party providing such information to the Disclosing Party. The , and the disclosure of the Disclosing Party's Proprietary Information such information to the Receiving Party does not confer upon the Receiving Party it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Agreement. At all times and notwithstanding any termination or expiration of this Agreement, the Receiving Party agrees that itit will: {(a) will hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except as approved in writing by the Disclosing Party; (b) will only use Proprietary Information received by it solely to carry out the purposes of this Agreement and for no other purpose whatsoever; (c) will only permit access to the Proprietary Information of the Disclosing Party to those of its Personnel, officers, directors, internal or external auditors ("Permitted Parties") having Personnel who have a need to know, who know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement; (dc) will be responsible to the Disclosing Party for any Permitted Party's third party’s use or and disclosure of the Disclosing Party's Proprietary Information provided to such Permitted Party third party by the Receiving Party; (d) only use Proprietary Information that it receives to carry out the purposes of the Agreement and for no other purpose whatsoever; and (e) will use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in any case with no event less than a reasonable degree of care, including, including maintaining information security standards for such Proprietary Information as are commercially reasonable (and customary for Heartlandthe type of information. Specifically, with regard to NPPI, FMC and FMER will comply with the information security standards specific to such information set forth in compliance with Section 9 of this Agreement); and (f) will not alter or remove any identification, copyright or proprietary rights notices which indicate the ownership of any part of the Disclosing Party's Proprietary Information. Neither No Party will communicate any information to the other Party in violation of the proprietary rights of any third party. Applicant data gathered by FMC for purposes of carrying out its obligations hereunder and reports generated by FMC derived from such data may be used by SunTrust in a manner consistent with applicable law and shall not be considered the Proprietary Information of FMC for purposes of this Agreement. To the extent FMC or FMER delivers or is required to deliver to SunTrust any FMC Custom Model Property, FMC shall own all right, title and interest (including all trademarks, trade secrets, copyrights, patents and any other intellectual property rights) in such FMC Custom Model Property. In addition, FMC may use the data collected in activities conducted pursuant to this Agreement to prepare, develop, or modify FMC Custom Model Property, provided, however, that such FMC Custom Model Property does not include Consumer Information, which may be used to perform analysis but shall not be included in reports, studies or other FMC Custom Model Property except on an aggregated and de-identified basis. In consideration of its obligations under this Agreement, FMC shall own all right, title and interest in and to all FMC Custom Model Property. FMC Custom Model Property shall not constitute a “work made for hire” as that term is defined in the federal Copyright Act. FMC may use FMC Custom Model Property for any lawful purpose, including in support of other loan programs, during the term of the Agreement and following termination of the Agreement subject to the restrictions set forth in Section 2.9 of this Agreement.

Ownership and Restrictions on Use. The Receiving Party acknowledges and agrees that, that except as to the extent otherwise expressly provided in this Agreementherein, the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or of a third party providing such information to the Disclosing Party. The , and the disclosure of the Disclosing Party's Proprietary Information such information to the Receiving Party does not confer upon the Receiving Party it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Agreement. At all times and notwithstanding any termination or expiration of this Agreement, the Receiving Party agrees that itit will: {a) will hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except as approved in writing by the Disclosing Party; (b) will only use Proprietary Information received by it solely to carry out the purposes of this Agreement and for no other purpose whatsoever; (c) will only permit access to the Proprietary Information of the Disclosing Party to those of its Personnel, officers, directors, internal or external auditors ("Permitted Parties") having personnel who have a need to know, who know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement; (d) will be responsible to the Disclosing Party for any Permitted Party's third party’s use or and disclosure of the Disclosing Party's Proprietary Information provided to such Permitted Party third party by the Receiving PartyParty only use the Proprietary Information that is receives to carry out the purposes of this Agreement and for no other purpose whatsoever; (e) will and use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in any case with no event less than a reasonable degree of care, including, including maintaining information security standards for such Proprietary Information as are commercially reasonable and customary for the type of information. Permitted Disclosure Notwithstanding Clause 10.3, a Party may disclose the Proprietary Information in the following events: if required by Applicable Laws; if required by an order of a Government or regulatory/supervisory authority; if required by an order of a Court; or if required to its professional advisors (including attorneys, lawyers, and for Heartlandaccountants) and/or consultants and/or agents, subject to appropriate confidentiality obligations. If the Receiving Party is required to disclose Proprietary Information pursuant to Clauses10.4.1(a), (b) or (c), it shall, to the extent legally permissible, provide written notice of such required disclosure to the Disclosing Party prior to making such disclosure. Notice Of Unauthorized Disclosure Each Party to this Agreement will immediately notify the other Parties in compliance with Section 9 of this Agreement); and (f) will not alter or remove any identification, copyright or proprietary rights notices which indicate the ownership writing about discovery of any part loss or unauthorized disclosure of the Disclosing Party's Proprietary Information. Neither Party will communicate any information to Information of the other Party in violation of the proprietary rights of any third partyParties.

Ownership and Restrictions on Use. The Receiving Party acknowledges and agrees that, that except as to the extent otherwise expressly provided in this Agreementherein, the Proprietary Information of the Disclosing Party will remain the sole and exclusive property of the Disclosing Party or of a third party providing such information to the Disclosing Party. The , and the disclosure of the Disclosing Party's Proprietary Information such information to the Receiving Party does not confer upon the Receiving Party it any license, interest, or right of any kind in or to the Proprietary Information, except as provided under this Agreement. At all times and notwithstanding any termination or expiration of this Agreement, the Receiving Party agrees that itit will: {(a) will hold in strict confidence and not disclose to any third party the Proprietary Information of the Disclosing Party, except as approved in writing by the Disclosing Party; (b) will only use Proprietary Information received by it solely to carry out the purposes of this Agreement and for no other purpose whatsoever; (c) will only permit access to the Proprietary Information of the Disclosing Party to those of its Personnel, officers, directors, internal or external auditors ("Permitted Parties") having Personnel who have a need to know, who know and have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in this Agreement; (dc) will be responsible to the Disclosing Party for any Permitted Party's third party’s use or and disclosure of the Disclosing Party's Proprietary Information provided to such Permitted Party third party by the Receiving Party; (d) only use Proprietary Information that it receives to carry out the purposes of the Agreement and for no other purpose whatsoever; and (e) will use at least the same degree of care it would use to protect its own Proprietary Information of like importance, but in any case with no event less than a reasonable degree of care, including, including maintaining information security standards for such Proprietary Information as are commercially reasonable (and customary for Heartlandthe type of information. Specifically, with regard to Consumer Information, FMC and FMER will comply with the information security standards specific to such information set forth in compliance with Section 9 of this Agreement); and (f) will not alter or remove any identification, copyright or proprietary rights notices which indicate the ownership of any part of the Disclosing Party's Proprietary Information. Neither No Party will communicate any information to the other Party in violation of the proprietary rights of any third party. To the extent FMC or FMER delivers or is required to deliver to Lender any FMC Custom Model Property, FMC shall own all right, title and interest (including all trademarks, trade secrets, copyrights, patents and any other intellectual property rights) in such FMC Custom Model Property. In addition, FMC may use the data collected in activities conducted pursuant to this Agreement to prepare, develop, or modify FMC Custom Model Property, provided, however, that such FMC Custom Model Property does not include Consumer Information, which may be used to perform analysis but shall not be included in reports, studies or other FMC Custom Model Property except on an aggregated and de-identified basis. In consideration of its obligations under this Agreement, FMC shall own all right, title and interest in and to all FMC Custom Model Property. FMC Custom Model Property shall not constitute a “work made for hire” as that term is defined in the federal Copyright Act. FMC may use FMC Custom Model Property for any lawful purpose, including in support of other loan programs, during the term of the Agreement and following termination of the Agreement.