LifeLock 2015 Annual Report Download - page 134

and expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation) (collectively, “Liabilities”) arising out of or related to any claim,
demand, suit and/or judgment brought or asserted by any third party (collectively, “Third Party Claims”) resulting from or attributable to (i) any unauthorized
representation or warranty made by Broker, its agents or employees regarding the Equifax Credit Information or the Products; (ii) any violation of applicable
laws (including without limitation the FCRA) by Broker; (iii) any breach of any provision of Section 2 of this Agreement, Sections 1, 2 or 4 of Exhibit A, Sections
1, 2 or 4 of Exhibit B; (iv) alleged or actual inaccuracies in the contents of a Product provided to Consumers by Broker to the extent such inaccuracy is caused
by either Broker’s failure to appropriately display the contents as conveyed by Equifaxor a component of the Product that is not provided by Equifax, (v)
alleged or actual intellectual property infringement by Broker or its Affiliates in connection with its sale of Products; (vi) Broker's breach of Section 8; and (vii)
misuse of or improper access to, Equifax Credit Information by Broker or any other person or entity that receives improper access to Equifax Credit
Informaiton as a result of Broker’s actions or omissions.
7.2 Equifax will indemnify, defend and hold LifeLock and its directors, officer, employees, agents and contractually affiliated entities, harmless from and
against Liabilities arising out of or related to any Third Party Claims resulting from or attributable to (i) any alleged or actual violation of applicable laws
(including without limitation the FCRA) by Equifax; (ii) any alleged or actual breach of Section 2.5 of this Agreement (iii) alleged or actual intellectual property
infringement by Equifax in connection with its provision of the Products; and (iv) Equifax's breach of Section 8.
7.3 Indemnification Procedures. In order to trigger the indemnification protections hereunder, the indemnified party (i) must serve notice to the indemnifying
party of any claim promptly after receiving service of process initiating such claim according to the notice provisions in this Agreement; (ii) must allow the
indemnifying party to control defense of the claim; (iii) may participate in the settlement or compromise of any claim at its sole cost and expense; and, (iv) must
provide reasonable assistance in defending any claim hereunder. The indemnified party shall not enter into any settlement or compromise of any claim
without written consent of the indemnifying party.
8. 
Each Party acknowledges that all materials and information disclosed by one Party (“Discloser”) to the other Party ("Recipient") in connection with the
performance of this Agreement, including the terms of this Agreement, consist of confidential and proprietary data (collectively, the “Confidential Information”)
of the Discloser. For the avoidance of doubt, Confidential Information of Equifax includes all Credit Information and Credit Information Updates; provided, that
Broker may use and disclose Credit Information and Credit Information Updates as provided herein. Confidential Information of Broker includes Consumer
Information of Broker. Each Recipient shall keep the Discloser’s Confidential Information confidential and secure, and shall use at least the same standard of
care to protect the Confidential Information as the Recipient employs for the protection of its own proprietary information, but in no case less than a
commercially reasonable standard of care or as agreed to in writing by the Parties. Recipient will not disclose the Confidential Information to any third party
except as specifically permitted herein, or appropriate the Confidential Information for its own or any other party’s use or benefit. The Recipient will restrict its
use of the Confidential Information to the purposes anticipated in this Agreement. Confidential Information does not include information which (a) is already
known by the Recipient, (b) becomes, through no act or fault of the Recipient, publicly known or available, (c) is received by Recipient from a third party
without a restriction on disclosure or use, or (d) is independently developed by Recipient without reference to or use of the Confidential Information. The
restrictions on the disclosure of Confidential Information will not apply to Confidential Information which is requested or required to be disclosed by a court or
any government agency; however, the Party obligated to disclose the other Party's Confidential Information in those circumstances will promptly notify the
other Party so that Party may seek a protective order and will make a reasonable effort itself to obtain a protective order for or otherwise protect the
Confidential Information. The Parties' confidentiality obligations under this Section 8 will continue (i) indefinitely for so long as the Confidential Information is
a trade secret under applicable law, and (ii) with regard to the Confidential Information which does not rise to the level of a trade secret, for two (2) years
following the termination of this Agreement.
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Each Party acknowledges that breach of this Section 8 could cause irreparable harm to the other party for which monetary damages may be difficult to
ascertain or an inadequate remedy. Each Party therefore agrees that the disclosing party may, in addition to any other rights and remedies, seek injunctive
relief for any threatened of actual violation or breach of this Section 8.
In the event that any party hereto receives a request to disclose all or any part of the Confidential Information of the other Party under the terms of a valid and
effective subpoena or order issued by a court of competent jurisdiction, each party receiving such request agrees to (i) if permitted by law, promptly notify the
other Party of the existence, terms and circumstances surrounding such a request so that the other Party may consider seeking a protective order or other
appropriate remedy and/or waive compliance with the provisions of this agreement, (ii) reasonably consult with the other Party on the advisability of taking
legally advisable steps to resist or narrow such request, (iii) only disclose such portion of the Confidential Information as such Party is required, in the opinion
of counsel, to disclose and (iv) if disclosure of such information is required, exercise its commercially reasonable efforts, at the expense of the other Party, to
obtain an order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that such Party is required to disclose.
Upon the termination of this Agreement, the Parties will delete or return to the other all Confidential Information of the other party obtained from the other party
during the term of this Agreement, and all copies and partial copies thereof.
