5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all information of a party (“Disclosing Party”) which the Disclosing Party designates in writing as being confidential when it discloses such information to the other party (“Receiving Party”), including without limitation the terms and conditions of this Agreement, Institution Data, the Campus Labs Technology, the Program(s), business and marketing plans, technology and technical information, product designs, and business processes (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). Institution Data shall be deemed Confidential Information regardless of its written designation. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without the Receiving Party’s breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party’s breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party’s breach of any obligation owed to the Disclosing Party. 5.2 Confidentiality. The Receiving Party; including its employees, affiliates, or agents shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except as may be required to be disclosed under Government Rules or to comply with legal processes.

5.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.

5.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

6.1 Warranties. Each party represents and warrants that: (i) it has the legal power to enter into this Agreement; and (ii) it is the owner of, has a license to use, or has secured necessary rights or permissions from any third party use of copyrights, patents, trademarks, trade secrets, or other intellectual property granted or conveyed herein, and that any rights, licenses, or other uses granted by such party do not infringe or misappropriate any right of any third party. Campus Labs represents and warrants that the Program(s) will perform substantially in accordance with the online Campus Labs help documentation under normal use and circumstances.

6.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CAMPUS LABS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CAMPUS LABS HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONinfringement, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.1 Indemnification by Campus Labs. Subject to this Agreement, Campus Labs shall defend, indemnify and hold Institution harmless against any cost, damage, liability (including without limitation reasonable attorneys' fees) incurred in connection with claims demands, suits, or proceedings ("Claims") made or brought against Institution by a third party (i) so far as they are based on a claim that the Program(s) infringes a U.S. copyright or existing U.S. patent issued as of the Effective Date; or (ii) arising from Campus Labs' negligence or willful misconduct of this Agreement; provided, that Institution (a) promptly gives written notice of the Claim to Campus Labs; (b) gives Campus Labs sole control of the defense and settlement of the Claim (provided that Campus Labs may not settle or defend any Claim unless it unconditionally releases Institution of all liability); and (c) provides to Campus Labs, at Campus Labs' cost, all reasonable assistance. Campus Labs shall have no obligations to Institution under this Section 7.1 Claims which arise from Institution's or its User's breach, negligence or willful misconduct of this Agreement, or from the unauthorized combination of the Program(s) with any of Institution's products, Programs, hardware or business processes. If a Claim has occurred, or in Campus Labs' opinion is likely to occur, Institution agrees to permit Campus Labs, at its option and expense, either to: (a) procure for Institution the right to continue using the Program(s); (b) replace or modify the Program(s) so that it becomes non-infringing; or (c) cease to provide the Program(s), and refund to Institution any prepaid fees for the discontinued Program(s) for the current annual term, reduced by one-twelfth of the amount thereof for each one-month period or part thereof during which Institution had use of the Program(s).

7.2 Indemnification by Institution. Subject to this Agreement, Institution shall defend, indemnify and hold Campus Labs harmless against any cost, damage, liability (including without limitation reasonable attorneys' fees) incurred in connection www.campuslabs.com Page 4 of 7