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Dell End User License Agreement
Dell BSAFE OEM and Dell End User License Agreements 23
10. Confidentiality.
10.1 Scope. "Confidential Information" shall mean any information, pricing, technical data
or know-how furnished in connection with the scope of this CTS, whether in written, oral,
electronic, website-based, or other form, by a Customer or a Customer Affiliate to
Supplier or a Supplier Affiliate or vice versa and that: (i) is marked, accompanied or
supported by documents clearly and conspicuously designating such documents as
"confidential", "internal use" or the equivalent; (ii) is identified by the discloser as
confidential before, during or promptly after the presentation or communication; or (iii)
should reasonably be known by the recipient to be confidential. Confidential Information
does not include information that is: (a) rightfully in the receiving party's possession
without prior obligation of confidentiality from the disclosing party; (b) a matter of public
knowledge (or becomes a matter of public knowledge other than through breach of
confidentiality by the other party); (c) rightfully furnished to the receiver by a third party
without confidentiality restriction; or (d) independently developed by the receiver or its
Affiliates without reference to the discloser's Confidential Information.
10.2 Protection. Each party shall ensure that, where it or one of its Affiliates is the receiver
of Confidential Information hereunder, the receiver shall (a) use Confidential Information
of the discloser only for the purposes of exercising rights or performing obligations in
connection with this CTS or any Order hereunder; and (b) protect from disclosure to any
third parties any Confidential Information disclosed by the discloser, both for a period
commencing upon the date of disclosure until 3 years thereafter.
10.3 Exceptions. Notwithstanding the foregoing, either party and its Affiliates may
disclose Confidential Information (1) to an Affiliate, or to a subcontractor used by Supplier
to provide Services under this Agreement, as long as the Affiliate or subcontractor has a
need-to-know and complies with the foregoing; (2) to either party's directors, officers,
employees, and professional advisors and those of its Affiliates, and (3) if required by law
or regulatory authorities provided the receiver has given the discloser prompt notice. For
the purposes of this clause 10.3, "Affiliates" of Supplier include other members of Dell
Technologies group.
11. Term and Termination of this CTS.
This CTS is effective upon the earlier of an Order or Customer's acceptance of the CTS
and continues until it is terminated in accordance with this clause. Either party may
terminate this CTS for material breach by the other party if such other party has failed to
cure the breach within a reasonable grace period of no less than 30 days as set forth by
the other party in writing. A termination of this CTS shall not affect any previously placed
Orders.
12. General.
12.1 Governing Law; Jurisdiction. The CTS and any Dispute is governed by the laws of
the State of Texas (excluding the conflicts of law rules) and the federal laws of the United
States. The U.N. Convention on Contracts for the International Sale of Goods does not
apply. To the extent permitted by law, the state and federal courts located in Texas will
have exclusive jurisdiction for any Disputes. Customer and Supplier agree to submit to
the personal jurisdiction of the state and federal courts located within Travis or Williamson
County, Texas, and agree to waive any and all objections to the exercise of jurisdiction
over the parties by those courts and to venue in those courts.