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<br />AVEVA Clickwrap EULA PO APM MC (Excluding Process Optimization and Unified Supply Chain)-v4.6-14 July 2020 (JS)
<br />5.1 Confidential Information. From time to time, either Party (the “Disclosing Party”) may disclose or make
<br />available to the other Party (the “Receiving Party”), whether orally or in physical form, confidential or
<br />proprietary information of or in the possession of the Disclosing Party (including confidential or proprietary
<br />information of a third party that is in the possession of the Disclosing Party) in connection with the
<br />Agreement. The term “Confidential Information” means any and all information in any form that Disclosing
<br />Party provides to Receiving Party in the course of the Agreement and that either (i) has been marked as
<br />confidential; or (ii) is of such nature that a reasonable person would consider confidential under like
<br />circumstances. For the avoidance of doubt, Confidential Information includes any Products and Support
<br />Services and any information pertaining to such Products and Support Services (including, but not limited
<br />to, any user manuals, mathematical techniques, correlations, concepts, designs, specifications, listings, and
<br />other Documentation, whether or not embedded on a device or another form of media). Notwithstanding the
<br />foregoing, Confidential Information shall not include any information, however designated, which the
<br />Receiving Party can show (a) is or has become generally available to the public without breach of the
<br />Agreement by the Receiving Party, (b) became known to the Receiving Party prior to disclosure to the
<br />Receiving Party by the Disclosing Party, (c) was received from a third party without breach of any
<br />nondisclosure obligations to the Disclosing Party or otherwise in violation of the Disclosing Party’s rights, or
<br />(d) was developed by the Receiving Party independently of any Confidential Information received from the
<br />Disclosing Party.
<br />5.2 Confidentiality Obligations. Each Party or third party whose Confidential Information has been disclosed
<br />retains ownership of its Confidential Information. Each Party agrees to (i) protect the Confidential Information
<br />received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary
<br />and confidential materials but in no event with less than reasonable care; and (ii) use the Confidential
<br />Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination
<br />of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the
<br />Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s
<br />Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy
<br />any such Confidential Information if such return or destruction is impracticable or technically infeasible.
<br />Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential
<br />Information in order to support the performance of such Party’s obligations related to the Agreement, and
<br />who are contractually bound by confidentiality obligations that are at least as protective as those contained
<br />in the Agreement, neither Party shall, disclose to any person any Confidential Information received from the
<br />Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible
<br />for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and
<br />any third party to whom it discloses Confidential Information in accordance with this Section 5
<br />(Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law,
<br />these confidentiality obligations will expire three (3) years after the termination or expiration of the
<br />Agreement. For Confidential Information that constitutes a “trade secret” under applicable law, these
<br />confidentiality obligations will continue until such information ceases to constitute a “trade secret” under
<br />such applicable law. However, the Receiving Party may disclose Confidential Information pursuant to an
<br />order of a court or governmental agency, provided, that, if permitted by applicable law, the Receiving Party
<br />shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a
<br />protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this
<br />Agreement, Customer authorizes AVEVA to collect, use, disclose, and modify in perpetuity information or
<br />data (including, but not limited to, general usage information and measurements) that is provided by
<br />Customer in connection with the use or receipt of the Products and Support Services (or generated or
<br />created in the course of AVEVA providing the Products and Support Services) for the purposes of
<br />developing, improving, optimizing, and delivering Products and Support Services; provided, however, that
<br />any disclosure of such data shall only include information or data that AVEVA develops or derives from such
<br />collected data or information (but such disclosure will not include the actual underlying Confidential
<br />Information of Customer).
<br />5.3 Press Releases and Client List Reference. Neither Party shall issue any press release concerning the other
<br />Party’s work without the other Party’s consent. Notwithstanding the foregoing, AVEVA may identify
<br />Customer as a client of AVEVA and use Customer’s name and logo and release an announcement regarding
<br />the award of the Agreement and AVEVA is hereby granted a license for the term of the Agreement to use
<br />ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 15 of 51)
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