Common use of Return or Destruction of Confidential Information Clause in Contracts

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. (a) Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: : (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service ProviderSuccessful Respondent, all periods of Termination Assistance Services requested by DIR; and and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider Successful Respondent to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. SMM. (b) Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one (1) copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider Successful Respondent for the duration of the Audit Period unless and to the extent Service Provider Successful Respondent is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service ProviderSuccessful Respondent, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider Successful Respondent to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one (1) copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider Successful Respondent for the duration of the Audit Period unless and to the extent Service Provider Successful Respondent is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each At Disclosing Party’s written request, Recipient and its Representatives shall, at Recipient’s election, promptly (a) return to Disclosing Party shall securely store the all originals and copies, whether in written, electronic or other form or media, of Disclosing Party's ’s Confidential Information, or (b) destroy all such originals and copies and certify such destruction in writing to Disclosing Party. The foregoing notwithstanding, neither Recipient nor its Representatives are required to return or destroy digital copies of any records or files containing Disclosing Party’s Confidential Information until that have been created pursuant to automated business processes such as document retention, archiving or backup policies and procedures, provided that (i) each and any such copies of Confidential Information is not accessible other than to personnel whose function is primarily information technology in nature, (ii) such personnel have access to such Confidential Information only as is returned or destroyed as described reasonably necessary for the performance of their ordinary course duties and (iii) if any such Confidential Information becomes accessible to personnel whose function is not primarily information technology in this Section. Except as provided below with respect to Contract Recordsnature, Recipient shall promptly and permanently destroy such Confidential Information; however (A) Recipient’s legal department and external legal counsel may each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's retain a copy of each document containing Confidential Information (other than personally identifiable information) for use in disputes relating to this Agreement or the portion of Purpose and (B) Recipient may retain such Confidential Information specified by the other Party) as is required to be retained to comply with applicable law or shall return any order of a governmental authority; provided that in such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: case of (i) within thirty ), (30) days of ii), and (iii), Recipient shall continue to treat any Confidential Information so retained in accordance with the expiration or termination terms of this Agreement and completion such obligation shall survive the termination of each Party's obligations hereunderthis Agreement. Upon request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information Recipient shall deliver to the other Party written certification of its compliance with this paragraph a certificate signed by an authorized representative officer of such PartyRecipient who supervised the return or destruction of the Confidential Information certifying Recipient compliance with this Section 7. Notwithstanding the foregoing, either Party may retain one copy return or destruction of the Confidential Information, Recipient and its Representatives shall continue to be bound by the confidentiality and other Party's Confidential Information in its legal department as and to obligations hereunder during the extent required to comply with applicable Laws or enforce its rights under Term of this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each 4.1 The Receiving Party shall securely store will keep a record of the other Party's Confidential Information until provided to it or any of its Representatives and, so far as reasonably practicable, of its location. 4.2 Where the Receiving Party determines that it does not wish to proceed with the Possible Transaction or where the Disclosing Party, in its sole discretion, at any time, so demands in writing, the Receiving Party and each of its Representatives will within five Business Days destroy or return to the Disclosing Party any documents containing Confidential Information provided to it or its Representatives and use best endeavours to expunge all such Confidential Information from any computer, word processor or other device containing such Confidential Information except any automatically generated back up files. Where any such Confidential Information is destroyed rather than returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or Disclosing Party an authorised officer supervising the portion destruction of such Confidential Information specified by the other Party) or shall return promptly certify any such documentation destruction to the other Disclosing Party in writing. Notwithstanding any return or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days destruction of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at the Receiving Party will continue to be bound by the obligations of confidentiality and other obligations hereunder in accordance with the terms hereof. 4.3 The provisions of paragraph 4.2 shall not apply to the Receiving Party or a Representative in relation to any time DIR requests document which such Confidential Information orperson is required to maintain by applicable law or the rules of any regulatory authority or securities exchange to which such person is subject (including professional standards) provided, with respect to particular Confidential Informationhowever, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such retained Confidential Information shall be returned or destroyed maintained in accordance compliance with the terms of this provision upon the expiration of the period specified letter agreement and will be kept only in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any disputeReceiving Party or Representative’s archives.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 11.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 11.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such . Such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR AOC to deliver such Contract Records to DIR AOC prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below Solely with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (in which a Party has no ownership interest at all, owned or the portion of such co-owned Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designeebeing exempt herefrom, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or upon termination of this Agreement Agreement, unless independently authorized to retain such of the Disclosing Party’s Confidential Information under an Other Agreement, each Receiving Party shall, and completion shall direct its Representatives to, cease all use and make no further use of each any Confidential Information of the Disclosing Party and shall, upon written request from the Disclosing Party's obligations hereunder, includingpromptly return or destroy all Confidential Information of the Disclosing Party (including copies thereof) that is in tangible form (provided, however, that, with respect to Service Provider, all periods electronic imaging of Termination Assistance Services requested by DIR; and (ii) with respect to DIR the Disclosing Party's Confidential Information, at such materials shall be deleted and removed from access by an ordinary user from all computer hard drives, servers and similar media but shall not require any time DIR requests action to delete or erase such materials from any disaster recovery tapes or other back-up media or any record retention or computer storage system so long as the Receiving Party and its Representatives take such actions as are reasonably likely to prevent access to such materials by any person other than information technology and other administrative employees who are responsible for maintaining those disaster recovery tapes and other back-up media) and any documents created by the Receiving Party or any of its Representatives containing Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant Disclosing Party. The Receiving Party shall provide to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Disclosing Party written certification of its compliance with this paragraph signed by an authorized representative destroyed Confidential Information of such Partythe Disclosing Party promptly following the destruction thereof. Notwithstanding the foregoing, either the Receiving Party and its Representatives may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as Disclosing Party in a means secure location in the Receiving Party's legal department for the purpose of resolving establishing compliance with Applicable Laws (including professional standards) and for defending or maintaining any disputelitigation (including any administrative proceeding) relating to this Agreement, the Other Agreement, the Prior CDA or the Confidential Information, provided that all such information shall continue to be kept confidential pursuant to the terms of this Agreement.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 11.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 11.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR AOC to deliver such Contract Records to DIR AOC prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 12.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 12.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed OCA Contract No. 212210180 by DIR XXX to deliver such Contract Records to DIR OCA prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 12.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 12.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the OCA Contract No. 212210180 foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR OCA to deliver such Contract Records to DIR OCA prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect Subject to Contract RecordsApplicable Law, each Party shall destroy all documentation in upon any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion prior to Closing, upon written request by the Disclosing Party, the Receiving Party will return to the Disclosing Party all applicable Confidential Information (including all documentation in any medium to the extent it contains, refers to, or relates to the Confidential Information) of each the Disclosing Party then in its possession or control, in whatever form, or, in the case of a written request by the Disclosing Party's obligations hereunder, includingthe Confidential Information specified in such request as then in the Receiving Party’s possession or control, with respect in whatever form, in any case within 30 days. In addition, subject to Service ProviderApplicable Law, all periods of Termination Assistance Services the Receiving Party also will deliver to the Disclosing Party or, if requested by DIR; and (ii) with respect to DIR Confidential Informationthe Disclosing Party, at will delete or destroy, any time DIR requests copies, duplicates, summaries, abstracts or other representations of any such Confidential Information oror any part thereof, with respect to particular Confidential Informationin whatever form, within thirty (30) days then in the possession or control of the date that such Receiving Party. Notwithstanding the foregoing: (a) the Service Provider and its legal or financial advisors may retain a reasonable number of copies of OLG Confidential Information is no longer for archival purposes, as required pursuant to Applicable Law, or to the extent otherwise permitted under this Agreement; provided, however, that any subsequent disclosure of such archived data will comply with this Article 17; and (b) OLG and its legal or financial advisors may retain copies of the Service Provider’s Confidential Information to the extent required by Service Provider Applicable Law, to perform its obligations the extent otherwise permitted under this Agreement as identified by DIR or pursuant to the Service Management Manualand for legal archival purposes; provided, however, that any subsequent disclosure of such archived data will comply with this Article 17. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Each Party returning or destroying the other Party's Confidential Information shall will deliver to the other Party Parties, on any of their request, a written certification of its compliance with this paragraph Section 17.10 signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of Upon the expiration or termination of this Agreement and completion of each Agreement, or at the Disclosing Party's obligations hereunderrequest at any time during the term of this Agreement, includingthe Recipient and its Representatives shall promptly return to the Disclosing Party all copies, with respect to Service Providerwhether in written, all periods electronic or other form or media, of Termination Assistance Services requested by DIR; and (ii) with respect to DIR the Disclosing Party's Confidential Information, or destroy all such copies and confirm the same in writing to the Disclosing Party and at the same time shall delete any time DIR requests such Confidential Information orfrom all computer files and from all computer archives or back-up media and shall, with respect in such writing, certify that it has done so. Notwithstanding anything to particular Confidential Informationthe contrary foregoing in this Section 5, within thirty (30a) days the Recipient shall be permitted to retain copies of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with any bona fide and reasonable written internal document retention policy of the Recipient, but (i) the Recipient shall be so permitted to retain copies of Confidential Information only to the extent that the Recipient is required by applicable Laws law or enforce its rights any regulation promulgated under this Agreementapplicable law (including, without limitation, any regulation promulgated by the Financial Industry Regulatory Authority or the U.S. Securities and Exchange Commission) to implement such internal document retention policy or such internal document retention policy is a written policy established by the Recipient prior to the Effective Date and (ii) except to the extent required to comply with any such applicable law, any such regulation or any such internal document retention policy, such Confidential Information shall not be readily accessible by any of the Recipient's Representatives and (b) the Recipient's obligation to return or destroy copies of Confidential Information does not apply to copies of Confidential Information stored in system-type media (e.g., server system caches and backup tapes); provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration media are not readily accessible by any of the period specified Recipient's Representatives, and in the applicable Lawordinary course of business are periodically, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any disputesystematically, overwritten.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 11.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 11.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such . Such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR AOC to deliver such Contract Records to DIR AOC prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.dispute.‌

Return or Destruction of Confidential Information. Each 5.1 The Disclosing Party shall securely store have the other Party's right to demand the return or destruction of all its Confidential Information until at any time (regardless of where it is stored or in which format it is held, including any and all copies of it). Upon such demand, the Receiving Party shall, at its own expense and in accordance with the instructions of the Disclosing Party either:- 5.1.1 within 5 (five) days return to the Disclosing Party all Confidential Information including any copies, notes or summaries thereof (whether in paper, electronic or other format) held by the Receiving Party or Permitted Recipients without keeping any copies thereof; or 5.1.2 within 5 (five) days destroy or permanently and irrevocably delete, or procure the destruction or permanent deletion of, the Confidential Information including any and all copies, notes or summaries (whether in paper, electronic or other format) held by the Receiving Party or its Permitted Recipients; or 5.1.3 within 5 (five) days irrevocably delete or procure the deletion of all Confidential Information from any computer, word processor or other device in the possession or control of the Receiving Party or any Permitted Recipients, and confirm in writing to the Disclosing Party the fact that all such Confidential Information is returned or has been returned, destroyed as described and/or irrevocably deleted in this Section. Except as provided below compliance with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination terms of this Agreement and completion the instructions of each the Disclosing Party and in event that the Confidential Information has been destroyed, the Receiving Party shall provide written proof to the Disclosing Party that destruction has taken place, to the satisfaction of the Disclosing Party's obligations hereunder, including, with respect . 5.2 In the event that any law requires the Receiving Party to Service Provider, all periods retain a record(s) of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information orthe Receiving Party must inform the Disclosing Party, with respect to particular Confidential Informationin writing, within thirty 2 (30two) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies receipt of a Party's Confidential Information demand in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification terms of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoingclause 5.1, either Party may retain one copy of the other Receiving Party's Confidential Information in its ’s legal department as and to obligation which prevents the extent required to comply with applicable Laws return or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration destruction of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any disputeInformation.

Return or Destruction of Confidential Information. Each Party party shall securely store the other Partyparty's Confidential Information until such Confidential Information is returned or destroyed as described in this Sectionsection. Except as provided below with respect to records of Contract performance subject to retention as provided in Section 11 – Access and Retention of Records, each Party party shall destroy all documentation in any medium that contains, refers to or relates to the other Partyparty's Confidential Information (or the portion of such Confidential Information specified by the other Partyparty) or shall return such documentation to the other Party party or its designee, in the format and on the media reasonably prescribed by the other Partyparty, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement Contract and completion of each Partyparty's obligations hereunder, including, with respect to Service ProviderContractor, all periods of Termination transition assistance services described in Section 34 – Transition Assistance Services requested by DIRState; and (ii) with respect to DIR State Confidential Information, at any time DIR State requests such destruction of State Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider Contractor to perform its obligations under this Agreement Contract as identified by DIR State or pursuant to the Service Management Operating Manual. Such documentation shall include all copies of a Partyparty's Confidential Information in the other Partyparty's possession or under the other Partyparty's control. The Party party returning or destroying the other Partyparty's Confidential Information shall deliver to the other Party party written certification of its compliance with this paragraph signed by an authorized representative of such Partyparty. Notwithstanding the foregoing, either Party party may retain one (1) copy of the other Partyparty's Confidential Information in its legal department as and to the extent required to comply with applicable Laws laws or enforce its rights under this AgreementContract; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Lawlaw, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below Solely with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (in which a Party has no ownership interest at all, owned or the portion of such co-owned Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designeebeing exempt herefrom, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or upon termination of this Agreement Agreement, unless independently authorized to retain such of the Disclosing Party’s Confidential Information under a Related Agreement, each Receiving Party shall, and completion shall direct its Representatives to, cease all use and make no further use of each any Confidential Information of the Disclosing Party and shall, upon written request from the Disclosing Party's obligations hereunder, includingpromptly return or destroy all Confidential Information of the Disclosing Party (including copies thereof) that is in tangible form (provided, however, that, with respect to Service Provider, all periods electronic imaging of Termination Assistance Services requested by DIR; and (ii) with respect to DIR the Disclosing Party's Confidential Information, at such materials shall be deleted and removed from access by an ordinary user from all computer hard drives, servers and similar media but shall not require any time DIR requests action to delete or erase such materials from any disaster recovery tapes or other back-up media or any record retention or computer storage system so long as the Receiving Party and its Representatives take such actions as are reasonably likely to prevent access to such materials by any person other than information technology and other administrative employees who are responsible for maintaining those disaster recovery tapes and other back-up media) and any documents created by the Receiving Party or any of its Representatives containing Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant Disclosing Party. The Receiving Party shall provide to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Disclosing Party written certification of its compliance with this paragraph signed by an authorized representative destroyed Confidential Information of such Partythe Disclosing Party promptly following the destruction thereof. Notwithstanding the foregoing, either the Receiving Party and its Representatives may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as Disclosing Party in a means secure location in the Receiving Party's legal department for the purpose of resolving establishing compliance with Applicable Laws (including professional standards) and for defending or maintaining any disputelitigation (including any administrative proceeding) relating to this Agreement, the Related Agreements, the Prior CDA or the Confidential Information, provided that all such information shall continue to be kept confidential pursuant to the terms of this Agreement.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party Party, at the other Party's request and at no additional charge to such other Party, shall destroy return all documentation information and data in any medium that contains, refers to to, or relates to the other Party's ’s Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed requested by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder, including, with respect to Service ProviderSupplier, all periods of Termination Assistance Services requested by DIR; Allianz, and (ii) with respect to DIR Allianz Confidential Information, at any time DIR Allianz requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation information and data shall include all copies of a Party's ’s Confidential Information in the other Party's ’s possession or under the other Party’s control. Thereafter, if requested by the other Party, the Party returning such information and data shall destroy and/or securely erase all copies of the other Party's Confidential Information in its possession or under its control. The Party returning or TCS AZL Master Effective 1.1.2020 destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such PartyParty and shall confirm in such certification that the media and/or device on which such information or data was stored has been securely erased. In no event shall a Party withhold any Confidential Information of the other Party as a means of resolving any dispute. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Subject to the preceding paragraphs, Contract Records shall be retained by Service Provider Supplier for the duration of the Audit Period specified in Section 9.12(a) and then promptly returned to Allianz, unless and to the extent Service Provider Supplier is directed by DIR Allianz to deliver such Contract Records to DIR Allianz prior to the expiration of the such Audit Period, in which case Supplier shall return such Contract Records to Allianz promptly upon receipt of such request. In all events, Supplier shall retain and return such Contract Records at no event shall a party withhold any Confidential Information of the other party as a means of resolving any disputeadditional charge to Allianz.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information is returned securely returned, subject to Section 4.2, or permanently destroyed as described in this SectionSection 12.1(f). Except as provided below with respect to Contract Recordslimited by applicable Laws or this Section 12.1, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder. Upon written request, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than Customer Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR OCA to deliver such Contract Records to DIR OCA prior to the expiration of the Audit Period. In no event shall a party Party withhold any Confidential Information of the other party Party as a means of resolving any dispute.. OCA Contract No. 212210180

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIRTxDOT; and (ii) with respect to DIR TxDOT Confidential Information, at any time DIR TxDOT requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR TxDOT or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR TxDOT to deliver such Contract Records to DIR TxDOT prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each The Receiving Party shall securely store and maintain the other Disclosing Party's ’s Confidential Information until such Confidential Information is returned to the Disclosing Party or destroyed as described in this Section. Except as provided below with respect to Contract Recordsotherwise specified herein, each the Receiving Party shall securely destroy all documentation in any medium all mediums that contains, contains or refers to or relates to the other Disclosing Party's ’s Confidential Information (or the portion of such Confidential Information specified by the other Disclosing Party) or shall return such documentation to the other Disclosing Party or its designee, in the format and on the media reasonably prescribed maintained by the other Party, Disclosing Party or as follows: requested by the Disclosing Party or as specified in this Agreement (ia) within thirty (30) days of the expiration or termination of this Agreement and and/or completion of each Party's Sxxxxxx’s obligations hereunder, including, with respect ; or (b) within ten (10) days of the Disclosing Party’s request to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect return to DIR the Disclosing Party or destroy such Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, ; or (c) within thirty (30) days of the date that on which such Confidential Information is no longer required by Service Provider the Disclosing Party to perform its obligations under this Agreement as identified by DIR Agreement. The Disclosing Party shall determine in the Disclosing Party’s sole and absolute discretion regarding whether or pursuant which Confidential Information of the Disclosing Party shall be returned to the Service Management ManualDisclosing Party or destroyed by the Receiving Party. Such documentation shall include all copies Within ten (10) days of a written request from the Disclosing Party's Confidential Information in , the other Party's possession or under the other Party's control. The Receiving Party returning or destroying the other Party's Confidential Information shall deliver provide to the other Disclosing Party a written certification of its compliance with this paragraph certification, signed by an authorized representative of such the Receiving Party and in a form acceptable to the Disclosing Party, confirming that the Receiving Party complied with written instructions of the Disclosing Party. Notwithstanding the foregoing, either Party Conduit may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned of Sarborg (including, without limitation, Sarborg Property) as reasonably required to receive the benefit of the Services and use the Deliverables after termination or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Lawthis Agreement, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and subject to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration confidentiality obligations of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any disputethis Section.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information as further specified in this Article 13 until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract RecordsRecords or as otherwise specified herein, each Party shall destroy all documentation in any medium that contains, contains or refers to or relates to the other Party's ’s Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed maintained by the other PartySupplier or specified in this Agreement (or in a format and on media requested by New Century at New Century’s expense, as follows: provided Supplier notifies New Century of such expense, and New Century approves such expense in advance), (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder, including, with respect to Service ProviderSupplier, all periods of Termination Assistance Services requested by DIR; New Century, and (ii) with respect to DIR New Century Confidential Information, at any time DIR New Century requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider Supplier to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management ManualAgreement. Such documentation shall include all copies of a Party's ’s Confidential Information in the other Party's ’s possession or under the other Party's ’s control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Subject to the preceding paragraph, Contract Records shall be retained by Service Provider Supplier for the duration of the Audit Period specified in Section 9.10(a) unless and to the extent Service Provider Supplier is directed by DIR New Century to deliver such Contract Records to DIR New Century prior to the expiration of the such Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.

Return or Destruction of Confidential Information. Each If this Agreement is terminated, each Receiving Party shall securely store the other Party's Confidential Information until such Confidential Information is returned or destroyed as described in this Section. Except as provided below with respect to Contract Records, each Party shall (a) destroy all documentation in any medium that contains, refers to or relates to the other Party's Confidential Information (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: (i) within thirty (30) days of the expiration or termination of this Agreement and completion of each Party's obligations hereunder, including, with respect to Service Provider, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential Information, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's Confidential Information in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and the final resolution of any pending dispute. Contract Records shall be retained by Service Provider for the duration of the Audit Period unless and to the extent Service Provider is directed by DIR to deliver such Contract Records to DIR prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the Disclosing Party prepared or generated by the Receiving Party without retaining a copy of any such material; (b) promptly deliver to the Disclosing Party all other party Confidential Information of the Disclosing Party, together with all copies thereof, in the possession, custody or control of the Receiving Party or, alternatively, with the written consent of a Seller Contact or Buyer Contact (whichever represents the Disclosing Party) destroy all such Confidential Information; and (c) certify all such destruction in writing to the Disclosing Party, provided, however, that the Receiving Party may retain a list that contains general descriptions of the information it has returned or destroyed to facilitate the resolution of any controversies after the Disclosing Party’s Confidential Information is returned. 8.6 ATTORNEY-CLIENT PRIVILEGE The Disclosing Party is not waiving, and will not be deemed to have waived or diminished, any of it attorney work product protections, attorney-client privileges or similar protections and privileges as a means result of resolving disclosing its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The parties (a) share a common legal and commercial interest in all of the Disclosing Party’s Confidential Information that is subject to such privileges and protections; (b) are or may become joint defendants in Proceedings to which the Disclosing Party’s Confidential Information covered by such protections and privileges relates; (c) intended that such privileges and protections remain intact should either party become subject to any disputeactual or threatened Proceeding to with the Disclosing Party’s Confidential Information covered by such protections and privileges relates; and (d) intend that after the Closing the Receiving Party shall have the right to assert such protections and privileges. No Receiving Party shall admit, claim or contend, in Proceedings involving either party or otherwise, that any Disclosing Party waived any of its attorney work product protections, attorney-client privileges or similar protections and privileges with respect to any information, documents or other material not disclosed to a Receiving Party due to the Disclosing Party disclosing it Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party.

Return or Destruction of Confidential Information. Each Party shall securely store the other Party's ’s Confidential Information until such Confidential Information Information, other than e-Filing Data, is returned or destroyed as described in this SectionSection 12.1(f), or in the case of e-Filing Data, destroyed in accordance with Section 12.2(c). Except as limited by applicable Laws and as provided below with respect to Contract Records, each Party shall destroy all other documentation in any medium that contains, refers to or relates to the other Party's ’s Confidential Information and any copies thereof in such Party’s control or possession (or the portion of such Confidential Information specified by the other Party) or shall return such documentation to the other Party or its designee, in the format and on the media reasonably prescribed by the other Party, as follows: within fifteen (i15) within thirty (30) days Business Days of the expiration or termination of this Agreement and completion of each Party's ’s obligations hereunder, including, with respect to Service ProviderContractor, all periods of Termination Assistance Services requested by DIR; and (ii) with respect to DIR Confidential InformationOCA. Upon written request, at any time DIR requests such Confidential Information or, with respect to particular Confidential Information, within thirty (30) days of the date that such Confidential Information is no longer required by Service Provider to perform its obligations under this Agreement as identified by DIR or pursuant to the Service Management Manual. Such documentation shall include all copies of a Party's Confidential Information in the other Party's possession or under the other Party's control. The Party returning or destroying the other Party's ’s Confidential Information shall deliver to the other Party written certification of its compliance with this paragraph signed by an authorized representative of such Party. Notwithstanding the foregoing, either Party may retain one copy of the other Party's ’s Confidential Information Information, other than e-Filing Data, in its legal department as and to the extent required to comply with applicable Laws or enforce its rights under this Agreement; provided that such Confidential Information shall be returned or destroyed in accordance with this provision upon the expiration of the period specified in the applicable Law, the expiration of the applicable statute of limitations and or the final resolution of any pending dispute, as applicable. Contract Records shall be retained by Service Provider Contractor for the duration of the Audit Period unless and to the extent Service Provider Contractor is directed by DIR OCA to deliver such Contract Records to DIR OCA prior to the expiration of the Audit Period. In no event shall a party withhold any Confidential Information of the other party as a means of resolving any dispute.