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4.1.1. Each Party may in connection with this agreement disclose or obtain Confidential Information from the other Party, in any form or media, including but not limited to trade secrets and other information related to the Software, products, software, technology, know-how, data, business plans and roadmaps, Customer Data, or other information that should reasonably be understood to be proprietary, confidential or competitively sensitive (“Confidential Information”.) The Parties shall hold all Confidential Information in confidence and take reasonable measures, at least as protective as those taken to protect its own confidential information but in no event less than reasonable care, to protect the other Party’s Confidential Information, and not disclose it to any third party, unless specifically authorised by the other Party to do so, or if required to do so under mandatory provisions of law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
4.1.2. Confidential Information does not include a) information the recipient can demonstrate was in the recipient’s possession or knowledge prior to entering into the TOS, and which the recipient lawfully acquired; b) is or becomes publicly available through no fault, action, omission or intervention of the recipient; c) is received by the recipient from a third party without a duty of confidentiality (express or implied); or d) is independently developed by the recipient without breach of the TOS.
4.1.3. Except as otherwise provided herein, Visma will not sell, rent, lease or otherwise make Customer Data or Usage Data available to third parties except in the following or similar situations:
- to comply with any law, regulation or directive, or to respond to a legally binding request by governmental authorities or the police, such as a court order or warrant;
- to investigate or prevent serious security threats or fraud;
- in the event of a reorganisation, merger, sale or purchase of Visma or part or whole of the Visma group, Confidential Information may be disclosed as part of the reorganisation or merger to other companies in the Visma group, or to actual or prospective purchasers. Visma will in all such cases ensure that any such parties observe the obligations set forth herein by a confidentiality agreement.
Visma may disclose Confidential Information to other companies in the Visma group, Partners or subcontractors to the extent necessary to provide the Software and fulfil its obligations under the TOS.