a royalty-free, non-exclusive, perpetual, irrevocable, fully-paid, freely assignable and sublicensable license to said Contractor Technology for Galera’s use of Deliverables in any manner whatsoever. Contractor has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. To ensure Galera’s ownership and protection of Deliverables under patent, copyright, trademark or similar statutes (including but not limited to the Semiconductor Chip Protection Act) or analogous protection in any country throughout the world (“Legal Protection”), at Galera’s request, Contractor shall promptly cooperate with and assist Galera, whether during or after the termination of this Agreement or Contractor’s status as a service provider to Galera, in applying for, perfecting, prosecuting, recording, renewing, registering, restoring, maintaining, protecting and enforcing Galera’s rights and Legal Protection in the Deliverables. Without limiting the generality of the foregoing, to ensure Galera’s ownership of Deliverables, Contractor shall, promptly upon Galera’s request (a) sign, execute, make and do all such deeds, documents, acts and things as Galera and its duly authorized agents believe to be necessary or appropriate for that purpose, in any country throughout the world; and (b) defend any judicial, opposition or other proceedings, petitions or applications in respect of such Legal Protection relating to a Deliverable, or the revocation thereof. In the event Galera is unable, after reasonable effort, to secure Contractor’s signature on any such deed or document or to cause Contractor to do any such act or thing in accordance with this Section 4, Contractor hereby irrevocably designates and appoints Galera and its duly authorized officers and agents as Contractor’s agent and attorney-in-fact, to act for and in Contractor’s behalf and stead to execute and file any such deed or document and to do all other lawfully permitted acts to further the issuance and prosecution of patent, copyright or Legal Protection thereon with the same legal force and effect as if executed by Contractor. Contractor acknowledges that this appointment is coupled with an interest. Contractor shall require all employees and contractors to execute written agreements securing for Galera the rights provided for in this Section 4 prior to such employee or contractor providing any Services under this Agreement.
5.CONFIDENTIAL INFORMATION. Contractor, as the “Recipient”, acknowledges that, in performing Services under this Agreement (the “Purpose”), Contractor may have access to sensitive, confidential and proprietary business information and trade secrets belonging to and disclosed by or on behalf of Galera as the “Disclosing Party.” “Confidential Information” shall include all proprietary and confidential information of Galera disclosed to Contractor, including all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials (the “Notes”) prepared by or for Contractor that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing. Confidential Information includes information that (a) is labeled in writing as confidential, (b) is furnished orally or visually and is identified by the Disclosing Party at the time of disclosure or within fifteen (15) days thereafter as confidential, or (c) a reasonable person given the nature of the information and the circumstances of the disclosure would consider to be confidential. Contractor agrees that it will hold Confidential Information in confidence using the same degree of care it uses to protect its own confidential information but using not less than a reasonable degree of care, use the Confidential Information solely to effect the Purpose, and not use the Confidential Information in any other manner, including without limitation to reverse engineer, disassemble, decompile or design around the Disclosing Party’s proprietary and/or confidential intellectual property. The obligations set forth in this Agreement shall not apply to any portion of the Confidential Information that: (i) at the time of disclosure is or later becomes generally available to the public by use, publication or the like, through no act or fault, directly or indirectly, of the Recipient or its employees, consultants, affiliates and professional advisors