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MSA 2021
<br />9. PROPRIETARY RIGHTS
<br />9.1 Work Product. Except for SpearTip Pre -Existing IP (as defined below), any material or data
<br />generated, designed or developed while performing the Services, including any intellectual property
<br />rights and the intellectual property rights therein (collectively the "Work Product") and all rights, title and
<br />interest in and to the Work Product shall belong to Client. SpearTip assigns all intellectual property rights
<br />in the Work Product to Client.
<br />9.2 Preexisting SpearTip Materials. SpearTip retains all right, title and interest in and to SpearTip
<br />Pre -Existing IP. "SpearTip Pre -Existing IP" shall mean all pre-existing information, data, software, tools
<br />and other materials developed by or for SpearTip prior to commencement of the Services or developed
<br />by or for SpearTip independently outside the scope of the Services. All improvements, add-ons or
<br />modifications to SpearTip Pre -Existing IP shall be the exclusive property of SpearTip. SpearTip grants to
<br />Client a perpetual, paid-up, non-exclusive, non -transferable license to use the SpearTip Pre -Existing IP
<br />for Client's internal business purposes, any SpearTip Pre -Existing IP which are incorporated in a
<br />Deliverable or necessary for Client to use as a Deliverable.
<br />9.3 Reservation of Rights. Neither party will be prevented from using ideas, concepts, expressions,
<br />techniques, know-how, skills and experience possessed by it prior to, or developed or learned by it in the
<br />course of, performance of its obligations under the Agreement.
<br />10. CONFIDENTIALITY/NONDISCLOSURE
<br />10.1 Confidential Information, Standard of Care. In the performance of or otherwise in connection
<br />with this Agreement, one party ("Disclosing Party") may disclose to the other party ("Recipient") certain
<br />Confidential Information of the Disclosing Party. "Confidential Information" will mean any information,
<br />technical data, or know-how (including, but not limited to, information relating to research, products,
<br />software, services, development, inventions, processes, engineering, marketing, techniques, clients,
<br />customers, insureds, policyholders, claimants, Client's sales agents, pricing, internal procedures,
<br />business and marketing plans or strategies, finances, employees and business opportunities) disclosed
<br />by the Disclosing Party to Recipient either directly or indirectly in any form whatsoever (including, but not
<br />limited to, in writing, in machine readable or other tangible form, orally or visually): (i) that has been
<br />marked as confidential; (ii) whose confidential nature has been made known by Disclosing Party, orally
<br />or in writing, to Recipient; or (iii) that due to its character and nature, a reasonable person under like
<br />circumstances would treat as confidential. The Recipient will treat such Confidential Information as
<br />confidential and proprietary to the Disclosing Party and Recipient will not be deemed by virtue of the
<br />Agreement or any access to the Disclosing Party's Confidential Information to have acquired any right or
<br />interest in or to any such Confidential Information. During the Term of this Agreement and for a period of
<br />two (2) years thereafter Recipient will: (a) use the Confidential Information of the Disclosing Party solely
<br />for the purposes set forth in this Agreement; (b) take suitable precautions and measures to maintain the
<br />confidentiality of the Confidential Information of the Disclosing Party; (c) afford Disclosing Party's
<br />Confidential Information at least the same level of protection against unauthorized disclosure or use as
<br />Recipient normally uses to protect its own information of a similar character, but in no event less than
<br />reasonable care; (d) not disclose or otherwise furnish the Confidential Information of the Disclosing Party
<br />to any third party other than employees or independent contractors of the Recipient who have a need to
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