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provided in this Agreement for so long as Customer or any Authorized User uploads orstores such Customer Data for Processing by or on behalf of the Provider on the ProviderSystems.9.3 [Ownership of Provider Materials. As between Customer and Provider, Provideris and will remain the sole and exclusive owner of all right, title and interest in and to theProvider Materials, including all Intellectual Property Rights relating thereto, subject onlyto the license granted to Customer in Section 3.1(e).]9.4 No Implied Rights. Except for the limited license expressly provided [(a)] in thisSection 9, nothing contained in this Agreement shall be construed as granting Provider orany third party any right, title, or interest in or to any Customer Data [or (b) in Section3.1(e) or this Section 9, nothing contained in this Agreement shall be construed asgranting Customer or any third party any right, title, or interest in or to any ProviderMaterials, in each case] whether by implication, estoppel or otherwise.10. Confidentiality.10.1 Confidential Information. "Confidential Information" means any informationthat is treated as confidential by either party ("Disclosing Party"), including trade secrets,technology, information pertaining to business operations and strategies, and informationpertaining to customers, pricing and marketing, regardless of whether such informationwas intentionally or unintentionally disclosed or marked as "confidential" or"proprietary" by the Disclosing Party or otherwise obtained (including by visualinspection) by the other party or any of its Representatives ("Receiving Party"). Allnotes, analyses, summaries, interpretations and other embodiments, expressions andderivative works of, containing, based on, derived from or otherwise reflecting anyConfidential Information, in whole or in part, and prepared by any Person, shallthemselves constitute the Confidential Information of the Disclosing Party on whoseConfidential Information they are based. Without limiting the foregoing, (a) all CustomerData (including all Personal Information) is and will remain the Confidential Informationof Customer [and] (b) the Service Software, Specifications and Documentation are andwill remain the Confidential Information of Provider [and (c) the terms and existence ofthis Agreement are and will remain the Confidential Information of each of the parties].10.2 Exclusions. Confidential Information does not include any information ormaterial that[ the Receiving Party can demonstrate by written or other documentaryrecords]: (a) is or becomes generally known other than through a breach of thisAgreement or another confidentiality or non-disclosure agreement, obligation or duty, orother wrongful act, of or on behalf of the Receiving Party or any of its Representatives;(b) was already rightfully known to the Receiving Party, without restriction on use ordisclosure, prior to being directly or indirectly disclosed by or on behalf of the DisclosingParty, or obtained by or on behalf of the Receiving Party; (c) has been or hereafter isrightfully received by or on behalf of the Receiving Party from a third party without30