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estriction on use or disclosure and without breach of any agreement[ or obligation orduty of confidentiality] to the Disclosing Party or any other Person; or (d) was or isindependently developed by the Receiving Party without access [or reference] to [or useof] any Confidential Information of the Disclosing Party.10.3 Customer Data Exception. Notwithstanding the provisions of Section 10.2 orany other provisions of this Agreement, none of the exclusions set forth in Section 10.2apply to any Customer Data, whether provided by or on behalf of Customer to Provideror the Services for Processing or generated or derived from such Processing andregardless of whether such Customer Data may be publicly available or otherwise qualifyfor exclusion under any of the other provisions of Section 10.2. The preceding sentencedoes not prohibit or limit Provider from any use or disclosure of any information that maybe the same as any Customer Data but which Provider can demonstrate by documentaryevidence was: (a) obtained by Provider without access to, reference to or use of anyCustomer Data; and (b) at all times maintained separately from and not in any waycombined, commingled, compared, benchmarked or in any way associated with anyCustomer Data.10.4 Confidentiality and Use. Each Receiving Party recognizes and agrees that theConfidential Information of the Disclosing Party is critical to the Disclosing Party'sbusiness and that neither party would enter into this Agreement without assurance thatsuch information and its value will be protected as provided in this Section 10 andelsewhere in this Agreement. The Receiving Party shall use, and ensure that itsRepresentatives use, reasonable care that is at least as protective as the efforts it uses withrespect to its own confidential information[, including the maintenance and enforcementof rules and policies,] to safeguard the Disclosing Party's Confidential Information fromuse or disclosure other than as permitted under this Agreement. Without limiting theforegoing, the Receiving Party shall maintain in effect and enforce rules and policies toprotect against access to or use or disclosure of Confidential Information other than inaccordance with this Agreement. As a condition to being provided with such ConfidentialInformation, the Receiving Party agrees that[, during the Term [and for [NUMBER INWORDS] [(NUMBER)] years thereafter],] it will(a) not use or permit the use of the Disclosing Party's Confidential Informationother than as strictly necessary to exercise its rights or perform its obligations under thisAgreement;(b) not use or permit the use of any of the Disclosing Party's ConfidentialInformation, directly or indirectly, in any manner to the detriment of the Disclosing Partyor to obtain any competitive advantage over the Disclosing Party;(c) maintain the Disclosing Party's Confidential Information in strictconfidence and, subject to Section 10.5, not disclose or make available the DisclosingParty's Confidential Information to any Person without the Disclosing Party's prior31