/Docs/G/Microsoft-DUA-OAI/Sec/Conf/0.md
| Note | = | Have broken out the Exceptions to Confidentiality into a separate subsection for readability. |
| Ti | = | Confidentiality of Training Data |
| sec | = | |
| Engage.sec | = | {_Data_User} agrees to take reasonable steps to protect the confidentiality of the {_Training_Data} while in {_Data_User}’s possession or control. |
| Except.0.sec | = | Notwithstanding the foregoing Section {Conf.1.Xnum}, the {_Data_User} may freely use or disclose any portion of the dataset described in Attachment {Annex.ProjectDetails.Xnum} that: |
| Except.1.sec | = | was lawfully in {_Data_User}’s possession prior to the time of disclosure by {_Data_Provider}; |
| Except.2.sec | = | becomes publicly available without a breach of this {_Agreement} by {_Data_User}; |
| Except.3.sec | = | is received by {_Data_User} lawfully from another source without any corresponding obligation of confidentiality; or |
| Except.4.sec | = | is independently developed by or for {_Data_User}. |
| Except. | = | [G/Z/ol-i/s4] |
| ExceptCompelled.sec | = | {_Data_User} may disclose the {_Training_Data} if and as required by law; but only after it notifies the {_Data_Provider} (if legally permissible) to enable the {_Data_Provider} to seek a protective order or other appropriate remedy. |
| CirculateNeedToKnow.sec | = | {_Data_User} may not disclose the {_Training_Data} to any third party, except to its employees, contractors and consultants (“{DefT.Representatives}”) and then only on a need-to-know basis under nondisclosure obligations at least as protective as this {_Agreement}. {_Data_User} will be responsible and liable for the use and disclosure of the {_Training_Data} by its {_Representatives}, which use and disclosure is subject to the same limitations and requirements that apply to {_Data_User}. |
| Note | = | [OPTIONAL] - when an NDA is called for in the Agreement. |
| IfNDA.Alt1.sec | = | |
| IfNDA.Alt2.sec | = | {NDA.LI} |
| NDA.LI | = | |
| IfNDA. | = | [G/Z/Alt/2] |
| IfNDA.SecName | = | Conf.IfNDA |
| ConflictWithNDA.sec | = | If there is a conflict between the terms of the {_NDA} and the terms of this {_Agreement} with respect to {_Training_Data}, the terms of this {_Agreement} shall govern. |
| Comment: In some instances, the parties may have entered into an NDA governing the exchange of confidential information between them. Because the Training Data is the confidential information of the Data Provider, it may be helpful to make clear in those situations that the NDA does not preclude use of the Training Data as contemplated in this Agreement. | = | |
| = | [G/Z/Base] | |