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<br />ConfidentialInternal (unencrypted) <br /> <br /> <br />3 InTime Confidential and Proprietary <br />Internal <br />4. OWNERSHIP CONFIDENTIALITY AND USE LIMITATION <br />4.1. Ownership <br />a) Subject to the limited rights expressly granted under this Agreement, InTime reserves all <br />rights, title and interest in and to the Services, including all related intellectual property rights. <br />No rights are granted to Customer under this Agreement other than as expressly set forth with <br />respect to limited rights to use the Services. <br />b) Customer shall not (i) knowingly permit any third party to access the Services except as <br />expressly permitted, (ii) create derivate works based on the Services, (iii) copy, frame or mirror <br />any part or content of the Services, other than copying or framing on Customer’s own internal <br />non- publicly accessible networks or otherwise for Customer’s own internal business purposes, <br />(iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive <br />product or service, or (b) copy any features, functions or graphics of the Services. <br />c) As between InTime and Customer, Customer exclusively own all rights, title and interest in and <br />to all of Customer’s data. <br />4.2. Confidentiality - The following terms apply to Confidential Information and the ownership thereof. <br />a) All Confidential Information is owned by the respective parties. <br />b) Neither party will, at any time whether before or after the termination of this Agreement, <br />disclose, furnish, or make accessible to anyone any Confidential Information or permit the <br />occurrence of any of the foregoing. <br />c) Each party will hold in confidence and not disclose any Confidential Information of the other <br />party. All Confidential Information will be maintained in confidence by the Recipient, will not be <br />disclosed to any person or entity in any way except as provided in this Agreement, and will be <br />protected with the same degree of care the Recipient normally uses in the protection of its own <br />confidential and proprietary information, but in no case with any less degree than reasonable <br />care. <br />d) The Confidential Information may be disclosed by the Recipient only to those employees, <br />directors, officers, auditors or consultants of the Recipient having the need to receive such <br />Confidential Information for the purposes of this Agreement, provided the recipients of such <br />Confidential Information are already bound by written confidentiality and non-disclosure <br />obligations similar to those undertaken by the Recipient under this Agreement. The Recipient <br />shall immediately give notice to the Discloser of any unauthorized use or disclosure of the <br />Confidential Information. The Recipient agrees to assist the Discloser in remedying any such <br />unauthorized use or disclosure of Confidential Information. <br />e) To the extent the Recipient is required to disclose any Confidential Information pursuant to a <br />valid subpoena or other applicable order by a governmental agency or judicial body or by <br />operation of law, the Recipient will promptly notify the Discloser in writing of the existence, <br />terms and circumstances surrounding such disclosure (except as prohibited by law) so that the <br />Discloser may seek a protective order or other appropriate remedy from the proper authority. <br />The Recipient agrees to reasonably cooperate with the Discloser in seeking such order or <br />remedy at Disclosure’s cost and expense. The Recipient further agrees that if the Recipient is <br />Docusign Envelope ID: 2C28DE70-6E07-4A01-BD32-F3CE0E07B6CF