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Licensed Users to satisfy its obligations hereunder. Customer shall use its reasonablecommercial efforts
<br />to assist UA in identifying and preventing any unauthorized access, use, copying or disclosure of the
<br />Confidential Information, or any component thereof. Without limitation of the foregoing, Customer shall
<br />advise UA immediately in the event Customer learns or has reason to believe that any person has violated
<br />or intends to violate these confidentiality obligations or the proprietary rights of UA. In the event Customer
<br />is required to disclose any Confidential Information by law or court order, it may do so, provided that UA is
<br />provided a reasonable opportunity to prevent such disclosure, and, in the event of a disclosure, that the
<br />Customer apply reasonable commercial efforts to ensure that available confidentiality protections are
<br />applied to such information. In such event, Customer shall not be liable for such disclosure unless such
<br />disclosure was caused by, or resulted from, in whole or in part, a previous disclosure by Customer, any of
<br />its affiliates or any of its or their respective employees, contractors or agents, not permitted by this
<br />Agreement. UA Confidential Information shall not include information which can be demonstrated by
<br />Customer: (i) to have become part of the public domain except by an act or omission or breach of this
<br />Agreement on the part of Customer, its employees, or agents; (ii) to have been supplied to Customer after
<br />the time of disclosure without restriction by a third party who is under no obligation to UA to maintain such
<br />information in confidence; or (iii) required to be disclosed by law or court order, provided that UA is provided
<br />a reasonable opportunity to prevent such disclosure, and, in the event of a disclosure, that Customer apply
<br />reasonable commercial efforts to ensure that available confidentiality protections are applied to such
<br />information. Notwithstanding the foregoing, UA may publish the fact of the existence of this Agreement
<br />and/or the business relationship created hereby, and may include reference to it in its marketing collateral.
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<br />5.3 Non-Disclosure of Customer Confidential Information. Notwithstanding any provision of this
<br />Agreement to the contrary, UA shall hold confidential all information disclosed to UA (a) concerning the
<br />business affairs or proprietary and trade secret information of Customer, (b) any information that derives
<br />economic value from not being generally known to persons other than Customer and its employees, and
<br />(c) any information that is the subject of efforts by Customer that are reasonable under the circumstances
<br />to maintain its secrecy or confidentiality, whether disclosed to UA by Customer in oral, graphic, written,
<br />electronic or machine readable form ("Customer Confidential Information") and shall not disclose or use
<br />such Customer Confidential Information without the express written consent of Customer. Customer
<br />Confidential Information shall be protected by UA with the same degree of care as UA uses for its own
<br />confidential information, but no less than reasonable care. UA may disclose Customer Confidential
<br />Information only to those of its employees who have a need to know the Customer Confidential Information
<br />for purposes of performing or exercising rights granted under this Agreement and only to the extent
<br />necessary to do so. At any time upon the request of Customer, UA shall promptly, at the option of Customer,
<br />either return or destroy all (or, if Customer so requests, any part) of the Customer Confidential Information
<br />previously disclosed and all copies thereof, and UA shall certify in writing as to its compliance with the
<br />foregoing. UA agrees to secure and protect the Customer Confidential Information in a manner consistent
<br />with the maintenance of Customer’s rights therein and to take appropriate action by instruction or
<br />agreement with its employees to satisfy its obligations hereunder. UA shall use reasonable commercial
<br />efforts to assist Customer in identifying and preventing any unauthorized access, use, copying or disclosure
<br />of the Customer Confidential Information, or any component thereof. Without limitation of the foregoing, UA
<br />shall advise Customer immediately in the event UA learns or has reason to believe that any person has
<br />violated or intends to violate these confidentiality obligations or the proprietary rights of Customer, and UA
<br />will, at UA’s expense, cooperate with Customer in seeking injunctive or other equitable relief in the name
<br />of UA or Customer against any such person. Customer Confidential Information shall not include
<br />information which can be demonstrated by UA: (i) to have become part of the public domain except by an
<br />act or omission or breach of this Agreement on the part of UA, its employees, or agents; (ii) to have been
<br />supplied to UA after the time of disclosure without restriction by a third party who is under no obligation to
<br />Customer to maintain such information in confidence; or (iii) required to be disclosed by law or court order,
<br />provided that Customer is provided a reasonable opportunity to prevent such disclosure, and, in the event
<br />of a disclosure, that UA apply reasonable commercial efforts to ensure that available confidentiality
<br />protections are applied to such information.
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<br />5.4 Passwords. Any and all login identifiers and passwords provided hereunder are deemed
<br />Confidential Information of UA. Customer and Licensed Users are responsible for maintaining the
<br />confidentiality of such login identifiers and passwords. Customer agrees to (a) notify UA of any unauthorized
<br />www.utility.com 250 E. Ponce De Leon Ave. | Suite 700 | Decatur, GA 30030 800-597-4707
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