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Vanguard Appraisals,Inc. allow access to,distribute or otherwise make available License Materials to independent contractors or others who do not receive a Form W-2,Wage and Tax Statement,from Client,as used in the United States income tax system as an information return to report wages paid to employees and the taxes withheld from them,or to allow others to do so; or; (e) incorporate the Licensed Software, in whole or in part, into a product which Vanguard determines is designed to compete with the Licensed Materials,which will include,but not be limited to,local databases or Web-based search engines; or (f) make more than one copy of the Licensed Materials for backup. 5. CONFIDENTIALITY. (a) Client covenants and agrees as follows: (1) to receive and hold in confidence all Confidential Information revealed to Client by Vanguard pursuant to this Agreement; (2) to not disclose any Confidential Information except to regular employees of Client who will receive a Form W-2,Wage and Tax Statement,from Client,in the current tax year(hereinafter referred to as"Client's Representatives')who have a reasonable need-to-know,who know of Client's obligations hereunder,and who are under like obligations with respect to Confidential Information received hereunder by virtue of their employment relationship with Client. Client assumes full responsibility for the compliance of Client's Representatives with the restrictions of this Agreement,all of which restrictions shall apply to and bind Client's Representatives. Any other disdosure of Vanguard's Confidential Information shall require Vanguard's prior written permission and execution of a similar agreement. (3) not to use any Confidential Information for itself or for any third party or for any reason or purpose other than solely for its own purpose of appraising real estate; (4) not to use any Confidential Information in any way detrimental to Vanguard (it being acknowledged that any use of Confidential Information by Client for purposes other than to solely for its own purpose of appraising real estate will be deemed detrimental to Vanguard and that no such use shall allow any disclosure that violates paragraph 5(a)(2)above; and (5) at any time,upon the written request of Vanguard, (i) immediately return to Vanguard all copies of Licensed Materials and all additional documents and things within Client's possession, custody or control containing or reflecting any Confidential Information, (ii) irretrievably delete or erase all Confidential Information from any electronic storage medium (i.e., computers, computer disks,zip drives, etc.) within Client's possession, custody or control and provide Vanguard with a written statement confirming that all Confidential Information of Vanguard has been returned or deleted, and(iii)make no further use of the Confidential Information. (b) As used in this Agreement,"Confidential Information"shall mean information relating to the Licensed Materials presented or disclosed to Client by Vanguard,whether such information is presented or disclosed in writing, electronic form,orally or obtained by visual inspection. Client agrees and acknowledges that such Confidential Information is not generally known to Vanguard's competitors,which gives Vanguard a competitive advantage over others who do not possess such Confidential Information. Notwithstanding the foregoing,Confidential Information shall riot include information (regardless of how it may be marked)which(a) is already rightfully known to Client unless it is only known by Client due to Vanguard's disclosure of Confidential Information to Client prior to the execution of this Agreement,(b)was or becomes publicly known without disclosure by Client,(c)was or is acquired by Client from a third party, provided that the third party providing such information has not thereby breached any agreement with,or acted in derogation of,any confidential relationship with Vanguard,or(d) is disclosed pursuant to the lawful requirement of a government agency or is required by operation of law provided that Client gives Vanguard written notice of said disclosure request and a copy thereof so that Vanguard can take action, if any,to protect its Confidential Information. The burden shall be on Client to establish that information pertaining to Vanguard and/or the Licensed Materials is not Confidential Information. 6. LIMITED WARRANTY. (a) Vanguard warrants that during the Warranty Period(as defined below)the software module(s)contained in the Licensed Materials will be free from material, reproducible programming malfunctions or defects and will operate in all material respects in conformity with the current specifications for such module(s)published by Vanguard. Vanguard does not warrant that the modules in the Licensed Materials will operate uninterrupted or error free. 2 June 22,2018