1.        CONFIDENTIALITY; PROPRIETARY RIGHTS

1.1            Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service, as well as ongoing and future improvements and enhancements to the Service and Software, or any associated components.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees that it will: (i) take reasonable precautions to protect such Proprietary Information; and (ii) not use, or divulge to any third party, any such Proprietary Information (except as reasonably required in order to perform its obligations in connection with the performance of the Services or as otherwise permitted herein).  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  Customer acknowledges that is the event the parties hereto have previously entered into a separate non-disclosure agreement (“NDA”), the terms of such prior NDA shall control with regard to the subject matter of this Section 3.1.

1.2            Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and the Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services[A1] [A2]  or support, and (c) all intellectual property rights related to any of the foregoing.  For the avoidance of doubt, it is understood and agreed that any user feedback or suggestions received from Customer or its users may result in improvements, additional features, or additional functionality in and to the Services and/or the Software, and all such improvements, additional features, and/or additional functionality shall be the sole property of Company, and Customer acknowledges and agrees that Company shall free to use any such improvements, additional features, and/or additional functionality without attribution to or any compensation to Customer.  Notwithstanding the foregoing, nothing in this Agreement shall prohibit Customer from developing and owning any external software or applications which can work with and improve Customer’s user experience such as data input and handling, workflow improvements, and reporting apps that take outputs from the Services as inputs to Customer client reports.  In the event that Customer develops any such external software or applications (collectively referred to as “Customer Enhancements), Company agrees that Customer shall own and retain all right, title and interest in the Customer Enhancements and all intellectual property rights related thereto.

1.3            Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including without limitation information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the Term of this Agreement) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregated form or other de-identified form in connection with its business.  No rights or licenses are granted except as expressly set forth herein.