7.1 Confidentiality:

a) The parties each acknowledge that the other party treats its products, development processes, business methods, business information, client data, and prices as confidential to the extent permitted by the laws applicable to this Agreement and that they constitute the commercially valuable proprietary products and/or services and trade secrets of the respective party, regardless of whether they may be copyrighted, patented or trademarked.

b) During the Term, each party will learn or receive information about the other party which the other party treats as confidential, including but not limited to all business, marketing, financial and customer-related data (“Confidential Information”), as well as product related information and information pertaining to the Client’s Agreement with LaunchSource. Each party agrees that Confidential Information received from the other party shall be treated as confidential and protected in the same manner as the receiving party treats its own confidential information, but with no less than reasonable care. Each party agrees not to transfer, distribute or disclose to any third party any Confidential Information of the other party, except as expressly authorized in writing by the other and shall confine knowledge and use of the Confidential Information received by the other to those of its employees and contractors who require such knowledge and use of the information in the ordinary course of and scope of their employment pursuant to this Agreement, and who are under an obligation to keep such information confidential. Notwithstanding the foregoing, Confidential Information shall not include information which (i) has entered the public domain by no action of the receiving party hereunder, (ii) was already rightfully in the possession of the receiving party when received by the disclosing party, or (iii) was developed independently by the receiving party by individuals without access to the disclosing party’s information. In addition, Confidential Information may be disclosed if it is required to be disclosed pursuant to an order of a court or governmental agency, provided that the receiving party shall first notify the disclosing party and afford the disclosing party the opportunity to seek a protective order relating to such disclosure.

c) The obligations of the parties, with regard to the Confidential Information of the other that constitutes trade secrets, shall remain in effect for as long as such Confidential Information shall remain a trade secret under applicable law. All other Confidential Information shall remain protected during the Term and for three (3) years thereafter. Notwithstanding the foregoing, the LaunchSource Data shall remain the intellectual property of LaunchSource and any expiration of Confidential Information hereby shall not transfer any rights relating to the LaunchSource Data to Client.