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Microsoft Corporation Technical Documentation License Agreement (Standard)
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1. For good and valuableconsideration, the receipt and sufficiency of which are acknowledged, You and Microsoft agree as follows:
(a) If You are an authorized representative of the corporation or other entity designated below ("Company"), and such Company has executed a Microsoft Corporation Non-Disclosure Agreement that is not limited to a specific subject matter or event ("Microsoft NDA"), You represent that You haveauthority to act on behalf of Company and agree that the Confidential Information, as defined in the Microsoft NDA, is subject to the terms and conditions of the Microsoft NDA and that Company will treat the Confidential Information accordingly;
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(c)If a Microsoft NDA has not been executed, You (if You are an individual), or Company (if You are an authorized representative of Company), as applicable, agrees: (a) to refrain from disclosing or distributing the Confidential Information to any third party for five (5) yearsfrom the date of disclosure of the Confidential Information by Microsoft to Company/You; (b) to refrain from reproducing or summarizing the Confidential Information; and (c) to take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information.You/Company, however, may disclose Confidential Information in accordance with a judicial or other governmental order, provided You/Company either (i) gives Microsoft reasonable notice prior to such disclosure and to allow Microsoft a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford theConfidential Information the highest level of protection afforded under applicable law or regulation. Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Your/Company’s breach of any obligation owed to Microsoft; (ii) became known to You/Company prior to Microsoft’s disclosure of such information toYou/Company pursuant to the terms of this Agreement; (iii) became known to You/Company from a source other than Microsoft other than by the breach of an obligation of confidentiality owed to Microsoft; or (iv) is independently developed by You/Company. For purposes of this paragraph, "Confidential Information" means nonpublic information that Microsoft designates as being confidential or which, under...