Except as required by law or as reasonably necessary in the performance of the Services or as otherwise agreed to by University in this Agreement or in a separate writing, Contractor will keep confidential any and all U-P Data. Notwithstanding the foregoing, University agrees that Contractor shall not be obligated to maintain the confidentiality of U-P Data that is known to Contractor prior to receiving the U-P Data from University, that becomes known (independently of disclosure by University) directly or indirectly from a source other than one having an obligation of confidentiality to University or that is independently developed by Contractor. University agrees that Contractor may collect aggregated statistical data regarding University's use of the Service and provide such aggregated statistical data to third parties.

The Materials are confidential to Contractor and its suppliers, if any. Thus, University shall not disseminate to, or permit the use of, and shall take reasonable precautions to prevent such dissemination or use of, Materials by any of its Personnel to any third party. In addition, except as required by law, University shall not disclose the fees charged by Contractor to University to any third party, other than its Personnel or professional services providers (e.g., accountants or legal counsel) who need to know such information in order to provide their respective professional services to University and, in each case, are bound by confidentiality obligations to University. University shall not remove from the Materials any confidential markings, copyright notices and other similar indicia therein and shall not create any derivative works thereof. For purposes of this Agreement, "Personnel" means a party's officers, directors, trustees, employees and agents.

Notwithstanding the foregoing, a party may disclose U-P Data and the Materials to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party's rights under the Agreement, including to make such court filings as it may be required to do.

Contractor may use University's name on a list of clients in Contractor's programs.

• p.Section 6.24, Conflict of Interest. EAB is willing to certify that to the best of its knowledge EAB does not have a conflict of interest with respect to the Services. Please add "to the best of its knowledge" in between "that" and "no actual" and strike "apparent or potential" from the first sentence of this Section.
• q.Section 6.26, Personal Service Contract Policies. Please strike as not applicable to the Services.
• r.Section 6.27, Copyright and Title to Designs and Copy. Please note that EAB does not provide ownership rights to the Services for any partner institutions. Please replace this Section with the following ownership provision, which sets forth ownership rights to the University's data and the Services:

Ownership. Contractor is authorized to use such U-P Data to the extent expressly authorized in this Agreement. As between the parties, University owns the U-P data. University acknowledges that Contractor may use the U-P Data, and the University