Customer. Customer represents and warrants that # it owns or leases the Facilities; # it has the right and authority to enter into this Agreement; # it has all rights and licenses necessary to purchase and use the Products; # it does not require a license to any [[Illumina:Organization]] Application Specific IP, including without limitation, any Affiliate Application Specific IP in order to use the Products; # when performing Customer Use, it will only use the TG Consumables and Temporary Consumables; # it will use the Non-TG Consumables only for Research Use; and # the person(s) signing this Agreement on its behalf has the right and authority to bind Customer to the terms and conditions of this Agreement. Further, in the case of [[FMI:Organization]], [[FMI:Organization]] represents and warrants that # the person(s) signing this Agreement on its behalf has the right and authority to bind FMI Germany GmbH to the terms and conditions of this Agreement, # FMI Germany GmbH is a wholly-owned subsidiary of [[FMI:Organization]], and # [[FMI:Organization]] is jointly and severally liable for the acts or omissions of FMI Germany GmbH.

Customer Data. All right, title and ownership of Customer Data, including any derivatives thereof, is and shall remain solely and exclusively vested in Customer, including all IPR relating thereto. Medidata shall process Customer Data for the purpose of providing the Services to Customer pursuant to the Instructions.

Confidences or Confidential Information by the receiving person or entity and # to the extent practicable and permitted by applicable law, the [[Non-Solicitation Period:Organization]] shall be given an opportunity to review the Customer Confidences or Confidential Information prior to disclosure thereof.

Customer Indemnity. Subject to Section 13.3, Customer will defend and will indemnify Medidata against any third party claim and from any resulting damage awards, settlement amounts and reasonable attorney’s fees in any cause of action arising out of or relating to: # the occurrence of a Customer Infringement Event; # any claim that any materials, software, or other items provided to Medidata by Customer infringes a third party’s Intellectual Property Rights; # ​; or # breach of Section 2.4.

Ownership of Customer Confidences and Confidential Information. Optionee acknowledges that any documents received or created by Optionee during the course of Optionee’s employment by the [[Non-Solicitation Period:Organization]] that contain or pertain to Customer Confidences or Confidential Information are and will remain the sole property of the [[Non-Solicitation Period:Organization]]. Such documents include, without limitation, files, memoranda, correspondence, reports, customer records, contact lists and compilations of information, however such information may be recorded and whether on hard copy or by electronic or computer means. Optionee agrees to return all such documents (including all copies) promptly upon the termination of Optionee’s employment and agrees that, during and after Optionee’s employment, Optionee will not, without the written consent of an officer of the [[Non-Solicitation Period:Organization]], disclose those documents to anyone outside the [[Non-Solicitation Period:Organization]] organization or use those documents for any purpose other than as expressly provided herein.

Restriction on Use of Customer Confidences and Confidential Information. Optionee agrees that, both during and after Optionee’s employment with the Company, Optionee will not directly or indirectly # use any Customer Confidences or Confidential Information, other than in furtherance of the business of the Company, or # disclose any Customer Confidences or Confidential Information, other than disclosure # to a director, officer, employee, attorney or agent of the Company who, in Optionee’s reasonable good faith judgment, has a need to know the Customer Confidences, Confidential Information or information derived therefrom or # as required by law, rule, regulation, court order, or any governmental, judicial or regulatory process, provided that in any event described in the preceding clause (2), (I) Optionee shall promptly notify the Company as is practicable and not prohibited by law, and consult with and reasonably assist the Company, at the Company’s sole expense, in seeking a protective order or request for another appropriate remedy, # in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (I), Optionee shall disclose only that portion of the Customer Confidences or Confidential Information that, on the advice of Optionee’s legal counsel, is legally required to be disclosed and shall exercise reasonable efforts to assure that confidential treatment shall be accorded to such Customer Confidences or Confidential Information by the receiving person or entity and # to the extent practicable and permitted by applicable law, the Company shall be given an opportunity to review the Customer Confidences or Confidential Information prior to disclosure thereof.

Customer Confidences. The customers of the [[Non-Solicitation Period:Organization]] expect that the [[Non-Solicitation Period:Organization]] will hold all business-related matters, including the fact that they are doing business with the [[Non-Solicitation Period:Organization]] and the specific matters on which they are doing business, in the strictest confidence (“Customer Confidences”). The term Customer Confidences will not, however, include information which # is or becomes publicly available, other than as a result of a breach by Optionee of this Agreement or any restrictive covenants (including confidentiality, non-competition and non-solicitation) relating to the [[Non-Solicitation Period:Organization]], or # is or becomes available to Optionee on a non-confidential

Restriction on Use of Customer Confidences and Confidential Information. Optionee agrees that, both during and after Optionee’s employment with the [[Non-Solicitation Period:Organization]], Optionee will not directly or indirectly # use any Customer Confidences or Confidential Information, other than in furtherance of the business of the [[Non-Solicitation Period:Organization]], or # disclose any Customer Confidences or Confidential Information, other than disclosure # to a director, officer, employee, attorney or agent of the [[Non-Solicitation Period:Organization]] who, in Optionee’s reasonable good faith judgment, has a need to know the Customer Confidences, Confidential Information or information derived therefrom or # as required by law, rule, regulation, court order, or any governmental, judicial or regulatory process, provided that in any event described in the preceding clause (2), (I) Optionee shall promptly notify the [[Non-Solicitation Period:Organization]] as is practicable and not prohibited by law, and consult with and reasonably assist the [[Non-Solicitation Period:Organization]], at the [[Non-Solicitation Period:Organization]]’s sole expense, in seeking a protective order or request for another appropriate remedy, # in the event that such protective order or remedy is not obtained, or if the [[Non-Solicitation Period:Organization]] waives compliance with the terms of the preceding clause (I), Optionee shall disclose only that portion of the Customer Confidences or Confidential Information that, on the advice of Optionee’s legal counsel, is legally required to be disclosed and shall exercise reasonable efforts to assure that confidential treatment shall be accorded to such Customer

Ownership of Customer Confidences and Confidential Information. Optionee acknowledges that any documents received or created by Optionee during the course of Optionee’s employment by the

Customer Confidences. The customers of the Company expect that the Company will hold all business-related matters, including the fact that they are doing business with the Company and the specific matters on which they are doing business, in the strictest confidence (“Customer Confidences”). The term Customer Confidences will not, however, include information which # is or becomes publicly available, other than as a result of a breach by Optionee of this Agreement or any restrictive covenants (including confidentiality, non-competition and non-solicitation) relating to the Company, or # is or becomes available to Optionee on a non-confidential basis from a source other than the Company or the Company’s representatives and outside of the course of such Optionee’s employment with the Company.