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Docusign Envelope ID: 3F9554CD-064F-42A7-B10A-7261BCC15FD6
such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with
respect to 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.
Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary
Information pursuant to any judicial or governmental order, provided that the Receiving Party
gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the
termination of this Agreement, all Proprietary Information will be returned to the Disclosing
Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies
thereof, when no longer needed for the purposes above, or upon request from the Disclosing
Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all
confidentiality obligations of Proprietary Information that is trade secret shall continue in
perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in
and to the Flock IP and its components, and Customer acknowledges that it neither owns nor
acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose
in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) directly or
indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover, or
recreate the source code, object code or underlying structure, ideas or algorithm of the Flock
Services or any software provided hereunder; modify, translate, or create derivative works based
on the Flock Services or any software provided hereunder, (ii) attempt to modify, alter, tamper
with or repair any of the Flock IP, or attempt to create any derivative product from any of the
foregoing; (iii) interfere or attempt to interfere in any manner with the functionality or proper
working of any of the Flock IP; (iv) remove, obscure, or alter any notice of any intellectual
property or proprietary right appearing on or contained within the Flock Services or Flock IP; (v)
use the Flock Services for anything other than the Permitted Purpose; or (vi) assign, sublicense,
sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber,
Customer’s rights. There are no implied rights.
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