TERMS OF USE:
As part of the Service, CSRware Incorporated will provide Customer ("you") with use of the Service, including a browser interface, transmission, access and storage for user defined data. Execution of this Agreement by Customer, and CSRware, Inc. shall be deemed to be agreement by both parties to abide by this Agreement including any materials available on the CSRware Inc. website incorporated by reference herein, including but not limited to CSRware Inc.'s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
The CSRware Software is offered as a cloud-based software service: 
- Environmental Sustainability Management 
- Responsible Supply Chain
- Conflict Minerals Management Software Module
1.	Privacy & Security; Disclosure
CSRware Inc. reserves the right to modify its privacy and security policies using reasonable discretion from time to time, provided that any such modification that materially increases your obligations under this Agreement or materially diminished the value or benefit of the Service requires your prior written consent to be effective.  Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from CSRware Inc. from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preferences. Note that because the Service is a hosted, online application, CSRware Inc. occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that CSRware Inc. can, to the extent required by applicable law or regulation, disclose the fact that you are a paying customer and the edition of the Service that you are using.
2.	License Grant & Restrictions
CSRware Inc. hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CSRware Inc. and its licensors. 

You may not access the Service if you are a direct competitor of CSRware Inc., except with CSRware Inc.'s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. 
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
3.	Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify CSRware Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CSRware Inc. immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another CSRware Inc. user or provide false identity information to gain access to or use the Service.
4.	Account Information and Data
CSRware Inc. does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not CSRware Inc., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and CSRware Inc. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated, CSRware Inc. will deliver to you a file of the Customer Data within 90 days of termination. Upon termination for cause, your right to access the Service immediately ceases.
5.	Intellectual Property Ownership
CSRware Inc. alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CSRware Inc. Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the CSRware Inc. Technology or the Intellectual Property Rights owned by CSRware Inc. The CSRware Inc. name, the CSRware Inc. logo, and the product names associated with the Service are trademarks of CSRware Inc. or third parties, and no right or license is granted to use them.
6.	Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activities are solely between you and the applicable third-party. CSRware Inc. and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. CSRware Inc. does not endorse any sites on the Internet that are linked through the Service. CSRware Inc. provides these links to you only as a matter of convenience, and in no event shall CSRware Inc. or its licensors be responsible for any content, products, or other materials on or available from such sites. CSRware Inc. provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7.	Charges and Payment of Fees
You shall pay all undisputed fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made annually in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable, except in the case of termination of this Agreement due to uncured breach by CSRware. You are responsible for paying for all fees ordered for the entire contract term, whether or not the CSRware service is actively used. An authorized License Administrator may add service licenses by executing an additional written Order Form. Added service licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the service license fee for the added service licenses will be the then current, generally applicable service license fee; and (iii) service licenses added in the middle of a billing year will be charged in full for that billing period. CSRware Inc. reserves the right to modify its fees and charges for future purchases and to introduce new charges for future purchases at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. For purposes of clarity, the foregoing sentence shall not allow CSRware to modify fees or charges for products or services that have already been ordered by you.  All pricing terms are confidential, and you agree not to disclose them to any third party.
8.	Billing and Renewal  
CSRware Inc. charges and collects in advance for use of the Service based on the proposal agreement. CSRware Inc. will issue an invoice to you at the start of the implementation period then the launch of the software service or as otherwise mutually agreed upon. The subscription will auto-renew annually, and will be equal to the then-current number of total subscription (or such lesser amount as specified by you) times the maintenance fee in effect during the prior term, unless CSRware Inc. has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. 
CSRware Inc.'s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on CSRware Inc.'s income. 

You agree to provide CSRware Inc. with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is materially false or fraudulent, CSRware Inc. reserves the right to terminate your access to the Service in addition to any other legal remedies. 

Unless CSRware Inc. in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); and (ii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of CSRware Inc. ("Non-U.S. Customers"). 

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. 
9.	Non-Payment and Suspension
In addition to any other rights granted to CSRware Inc. herein, CSRware Inc. reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears more than thirty (30) days from the date an invoice is delivered to you). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less. If CSRware Inc. initiates termination of this Agreement for your material breach of these terms, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. 
CSRware Inc. reserves the right to impose a reasonable reconnection fee in the event you are suspended and thereafter request access to the Service. 
10.	Termination upon Expiration 
This Agreement commences on the Effective Date.  For all CSRware service editions, the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in a Proposal, commencing on the date you agree to pay for the Service by completing the Proposal.  Upon the expiration of the initial Term, at your written election (delivered or not in your sole discretion) this Agreement will renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at CSRware Inc.'s then Current fees or such other amount as agreed by you and CSRware.  Either party may terminate this Agreement, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (90) business days prior to the date of the invoice for the following term.  
In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated, CSRware Inc. will deliver to you a file of the Customer Data within 30 days of termination. You agree and acknowledge that CSRware Inc. has no additional obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
11.	Termination for Cause
Any breach of your payment obligations or unauthorized use of the CSRware Inc. Technology or Service will be deemed a material breach of this Agreement. In addition, CSRware Inc. may terminate a free account at any time in its sole discretion. If either party has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach, then the non-breaching party may terminate this Agreement upon written notice to the other.   If you terminate this Agreement for CSRware's breach, then CSRware shall refund to you all prepaid fees applicable to the remaining period of service that was terminated.
12.	Representations & Warranties; Covenants
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CSRware Inc. represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online CSRware Inc. help documentation under normal use and circumstances. In the course of providing Services to you during the term of this Agreement, CSRware shall comply with (and shall require its employees authorized agents and subcontractors to comply with) all applicable laws, including but not limited to privacy and data protection laws and regulations You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
13.	Mutual Indemnification
You shall indemnify and hold CSRware Inc., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with  a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party;, provided in any such case that CSRware Inc. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CSRware Inc. of all liability and such settlement does not affect CSRware Inc.'s business or Service and further provided that such settlement does not require you to take any affirmative action unrelated to the Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
CSRware Inc. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service, the Content or the CSRware, Inc. Technology infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by CSRware Inc. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CSRware Inc.; provided that you (a) promptly give written notice of the claim to CSRware Inc.; (b) give CSRware Inc. sole control of the defense and settlement of the claim (provided that CSRware Inc. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CSRware Inc. all available information and assistance; and (d) have not compromised or settled such claim. CSRware Inc. shall have no indemnification obligation, and you shall indemnify CSRware Inc. pursuant to this Agreement, for claims arising from any infringement arising solely and directly as a result of the combination of the Service with any of your products, service, hardware or business process(s).
14.	Disclaimer of Warranties
EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, CSRWARE INC. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CSRWARE INC. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) ERRORS OR DEFECTS WILL BE CORRECTED THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CSRWARE INC. AND ITS LICENSORS.
15.	Internet Delays
CSRWARE INC.'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CSRWARE INC. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16.	Limitation of Liability
EXCEPT FOR ANY LIABILITY RESULTING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS OR FROM BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT," IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.	Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
18.	Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. 

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 

CSRware Inc. and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
19.	Notice
CSRware Inc. may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in CSRware Inc.'s account information, or by written communication sent by first class mail or pre-paid post to your address on record in CSRware Inc.'s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to CSRware Inc. (such notice shall be deemed given when received by CSRware Inc.) at any time by any of the following: letter sent by confirmed facsimile to CSRware Inc. at the following fax numbers: +1 (855) CSRware (277-9273); letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to CSRware Inc. at the following addresses (whichever is appropriate): CSRware Inc., 564 Market Street, Suite 607, San Francisco CA 94104, addressed to the attention of: Chief Financial Officer.
20.	Modifications to Terms
This Agreement may only be modified by a duly executed amendment signed by you and CSRware.
21.	Assignment; Change in Control
This Agreement may not be assigned without the prior written approval of the other party but may be assigned without such consent. to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of CSRware Inc. directly or indirectly owning or controlling 50% or more of you shall entitle CSRware Inc. to terminate this Agreement for cause immediately upon written notice.
22.	General
With respect to U.S. Customers, this Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and CSRware Inc. as a result of this agreement or use of the Service. The failure of CSRware Inc. to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CSRware Inc. in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and CSRware Inc. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
23.	Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these terms of use, any Order Forms, whether written or submitted online, and any materials available on the CSRware Inc. website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by CSRware Inc. from time to time in its sole discretion, "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the date you begin using the CSRware Service; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "CSRware Inc." means collectively CSRware Inc, having its principal place of business at 564 Market Street, Suite 607, San Francisco California 94104; "CSRware Inc. Technology" means all of CSRware Inc.'s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by CSRware Inc. in providing the Service; "Service(s)" means the specific edition of CSRware Inc.'s online Conflict Minerals Management (CMM), Energy & Sustainability Management (ESM), CSRware Inc.'s Sustainable Supply Chain Module (SSC) or other services identified during the ordering process, developed, operated, and maintained by CSRware Inc., accessible via http://www.csrware.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by CSRware Inc., to which you are being granted access under this Agreement, including the CSRware Inc. and the Content; "User(s)" means your employees, representatives, CSRwares, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by CSRware Inc. at your request).

24.	Confidentiality

At all times during and subsequent to the term of this Agreement, CSRware agrees to keep in strictest confidence and trust all Confidential Information and to take all reasonable precautions to protect against its disclosure or misuse.  Without prior written consent of Customer, CSRware will neither use any Confidential Information other than for the sole benefit of Customer for performance of CSRware's duties in connection with the Services, nor disclose any Confidential Information except to employees of Customer (or of CSRware) with a need to know for purposes of performing the Services.  CSRware shall not, however, be required to treat as confidential any of the Confidential Information which CSRware establishes by written evidence: (i) is in the public domain by reason of prior publication not directly or indirectly resulting from any act or omission of CSRware or its employees or permitted subcontractors, or (ii) was already properly known to CSRware (other than in connection with this Agreement) without restriction on use or disclosure at the time of Customers' disclosure to CSRware.  CSRware understands that the consulting arrangement creates a relationship of confidence and trust between CSRware and Customer with regard to Confidential Information.

CSRware agrees that all Confidential Information belonging to Customer, shall be and are the sole and exclusive property of Customer.  CSRware shall return all such materials to Customer upon request, but in any event upon any termination of this Agreement.

CSRware shall take all appropriate measures to ensure that its employees and agents who perform services in connection with this Agreement are competent and that they comply with this section as though they were bound under this Agreement directly to Customer.  CSRware shall also require all such employees to enter into nondisclosure agreements covering any Confidential Information as defined herein and imposing upon such employee's restrictions on use and non-disclosure duties no less stringent than those set forth in this Agreement.

"Confidential Information" includes:

- any and all versions of Customers' proprietary information (collectively, "technical information"), in any form, whether now existing or hereafter created, developed, produced or distributed by Customer (including, without limitation, any such technical information made known to CSRware during the term of this Agreement); 

- 	Customers' business methods and practices;

-	compilations of data or information concerning Customers' business;

-	any other information not generally known to the public (including information about Customers' operations, personnel, products or services) which, if misused or disclosed, could have a reasonable possibility of adversely affecting the business of Customer.