R2012-67 AUTHORIZING AGREEMENT ALEXANDER OPEN SYSTEMS (AOS)

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Upon Customer's request, AOS will return to Confidential Information will survive Customer all tangible items containing any of termination of this Agreement and will Customer's Confidential Information, remain in effect with respect to each item of including all copies, abstractions and Confidential Information until that information compilations thereof, without retaining any becomes unprotected under the terms of the copies of the items required to be returned. paragraph above titled "Non-restricted Whether or not affiliates are included in the information". However, if applicable law sets term "Customer" for purposes of this a maximum period for the duration of Agreement in general, they will be treated as obligations of nondisclosure and non- being so included for purposes of the appropriation of confidential information, the confidentiality provisions of this Agreement. obligations imposed by this Agreement with Accordingly, the Confidential Information of respect to each item of Confidential Customer's affiliates will be considered part Information (other than trade secrets and of Customer's Confidential Information. other than information about individuals that 19. Notification obligation. Upon learning of is protected by law) will remain in effect only any unauthorized disclosure or use of until such period expires. Customer's Confidential Information, AOS 23. Electronic file transfers. If data files will be will notify Customer promptly and cooperate transferred electronically between the parties fully with Customer to protect Customer's in connection with the performance of Confidential Information. Services under this Agreement, the details 20. Disclosure required by law. If AOS pertaining to such file transfers will be set believes it is required by law or by a forth in the applicable Addendum. In subpoena or court order to disclose any of connection with such file transfers, each Customer's Confidential Information, then party agrees to comply with the security prior to any disclosure AOS will promptly requirements specified in the applicable notify Customer in writing, attaching a copy Addendum, and to use all commercially of the subpoena, court order or other reasonable efforts to safeguard data demand, and AOS will make all reasonable belonging to the other party that is in its efforts to allow Customer an opportunity to possession or control. seek a protective order or other judicial 24. Computer system access. If AOS will relief. have access to any part of Customer's 21. Non-restricted information. Except as computer system in the course of performing stated in the final sentence of this under this Agreement, the provisions of this paragraph, nothing in this Agreement will be paragraph will apply. AOS and its personnel construed to restrict disclosure or use of will use such access solely to perform AOS's information that: (a)was in the possession of obligations under this Agreement, and willnot attempt to access any Customer system, or rightfully known by AOS, without an electronic file, software or other electronic obligation to maintain its confidentiality, prior service except as specifically required to to receipt from Customer; (b) is or becomes perform such obligations. AOS will limit generally known to the public without access to Customer's computer system to violation of this Agreement; (c) is obtained those of its personnel who require such by AOS in good faith from a third party access in order to perform AOS's obligations having the right to disclose it without an under this Agreement, and will provide obligation of confidentiality; (d) is Customer with a list of the names of all such independently developed by AOS without the participation of individuals who have had individuals. AOS agrees that each of its access to Customer's Confidential personnel who have access to Customer's Information. AOS acknowledges that certain computer system: (a) will be assigned aseparate log-in ID by Customer and will use laws governing information about individuals only that ID when logging on to Customer's are more restrictive than the foregoing statements, and AOS agrees to comply in all system; (b) will log-off Customer's system respects with such laws. immediately upon completion of each session of service; (c) will not allow the use 22. Duration of obligations. The obligations of his or her log-in ID or password by other imposed by this Agreement with respect to individuals to access Customer's computer 4 WA 867475.2