These terms and conditions (collectively "Terms") control the purchase of goods and services (collectively referred to as "Goods", which will include goods delivered by Seller, and/or services provided by Seller, to Buyer) listed in this Purchase Order ("Order") and constitute the sole, full and complete agreement between Buyer identified below (hereinafter referred to as "Buyer", which expression shall include, as relevant, its parent company, affiliates, group companies, representatives and assigns) and Seller identified below (hereinafter referred to as "Seller") with respect to the Goods. Any prior offers regarding such purchase is rejected. In the event of any conflict between any provisions written by Buyer that are part of this Order, including any exhibits attached hereto, and these Terms, such written provisions shall control. The parties agree that if one or more agreements are referenced on the face of the Order, the terms and conditions of those agreements shall supersede any conflicting terms and conditions in this Order and the remaining terms and conditions of this Order shall remain valid and in effect. There are no oral or written collateral representations, agreements or understandings relating to the Goods except as referenced herein. Each party acknowledges that it is not entering into this Order on the basis of any representations that are not expressly contained in this Order. These Terms may not be waived or amended except in writing by Buyer. Seller shall provide Goods as an independent contractor. Nothing in this Order shall be construed or imply that either party is an agent, partner or employee of the other party, or imply a joint venture or principal and agent relationship between the parties. None of Seller's employees/agents/personnel are an employee, agent, servant or representative of Buyer and any such person shall not claim employment or benefits of any kind from Buyer. Neither party has the right or ability to bind the other to any agreement with a third party nor to incur any obligation or liability on behalf of the other party without the other party's written consent.


Issuance of this Order constitutes an offer expressly limited to the Terms. Seller's acceptance shall be deemed specific and unconditional agreement to such Terms. Any modification of these Terms by Seller shall be deemed a material alteration and is expressly objected to and rejected outright by Buyer unless they are expressly accepted in writing by Buyer, notwithstanding Buyer's acceptance or payment for any Goods or similar act of Buyer. Buyer reserves the right to revoke this offer at any time prior to acceptance, which acceptance shall take place only by (a) Seller's return of an executed unmodified copy of this Order, or (b) Seller's delivery of conforming goods to Buyer and Buyer's specific and unconditional acceptance thereof. Furthermore, unless Seller accepts this offer within fifteen (15) days of issue, Buyer reserves the right to revoke this offer and/or reject any alleged acceptance by Seller.


Notwithstanding any provision to the contrary in this Order and in addition to any other remedy, Buyer may immediately terminate and cancel this Order in whole or in part upon written notice in the event: (a) Seller fails to make delivery of the Goods at the time provided; (b) Seller fails to comply with any other term or condition of this Order or any other Order from Buyer within ten (10) days of the demand; (c) a receiver or other similar officer is appointed over any or all of Seller's property or assets; (d) Seller files a voluntary petition in bankruptcy, or an involuntary petition in bankruptcy is filed against Seller; (e) Seller merges with or is acquired by a third party; or (f) Seller assigns, delegates or subcontracts this Order or any of its rights or obligations hereunder without prior written consent of Buyer. Buyer shall have no liability to Seller beyond payment of any balance owed for Goods delivered to and accepted by Buyer prior to Buyer's sending notice of termination as provided above. Buyer may terminate these Terms for any reason upon ten (10) days written notice. The rights and remedies of Buyer provided in this Clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Order. Any termination of this Order under this Clause shall not relieve Seller of any obligations and liabilities which may have arisen under any of the Terms prior to such termination, including, but not limited to, patent infringement, latent defects, and warranty obligations.


Seller shall furnish Goods in accordance with the Terms. Unless otherwise stated, the price terms contained herein include all costs or charges of any kind that will be paid by Buyer, and Buyer shall not be liable for any other costs or charges, including, without limitation, charges for inspection, packaging and shipping; all applicable sales, use and excise taxes; and any customs duties. Seller warrants that the prices to be charged for Goods ordered herein are not in excess of prices charged to other customers similarly situated, for similar quantities of Goods of like quality. Seller shall issue invoices only upon delivery of/completion of the Goods ordered by Buyer hereunder and no later than three (3) months from the date of delivery of/completion of Goods. Each invoice must show the purchase order number and purchase order item number (and/or any other information required by Buyer). All invoices shall be submitted to Buyer by Physical Mail: Intuit Attention: Accounts Payable, 7 Floor, Campus 4A, Prltech Park (Ecospace) Belandur, Bangalore — 560 103, or such other address as Intuit shall designate from time to time. Rejections, delays in delivery or delivery in advance of required delivery date, and/or invoices and/or shipping documentation, errors and/or omissions will be considered just cause for withholding payment. Unless different payment terms are specified on the face hereof, Buyer shall issue payment within forty-five (45) days of its receipt of a correct and conforming invoice. Seller acknowledges and agrees that Buyer shall have the right to withhold any applicable taxes on the payments due under the Order at the time of payment if required by any government authority. Provided however that Buyer shall issue Seller with a Tax Deduction at Source (TDS) certificate within the time limit prescribed by applicable laws. Seller shall not be entitled to raise invoices for any Goods upon expiry of three (3) months from the date of delivery of/completion of Goods as mentioned above. shall be deemed forgiven by Seller. In the event Buyer pays for any of the Goods through an Intuit credit card Seller shall be responsible for any fraudulent charges and liabilities arising from unauthorized usage of the credit card by Seller's employees. Payment is contingent upon delivery by Seller of conforming Goods or satisfactory completion of Goods which shall be at Buyer's sole discretion. In no event shall Buyer be obligated to pay interest or penalties on any amounts that may be due to Seller. Any attempt by Seller to create a security interest in delivered Goods is expressly rejected by Buyer and shall be without effect.


Discounts shall be calculated from the date the Goods are received by Buyer at the destination designated in this Order and shall be agreed to in writing by both parties. Buyer may at any time set off any amount owing from Seller to Buyer, or Buyer's group companies, against any amount due and owing to Seller or any of Seller's subsidiaries, pursuant to this Order or any other agreement between Buyer and Seller or their respective subsidiaries or affiliates.


TIME IS OF THE ESSENCE OF THIS ORDER. Delivery must be in strict compliance with the schedule contained in this Order and shall be made by Seller at such times and places and of such items and quantities as may be specified by Buyer. Delays in shipment or performance shall be reported immediately to Buyer. Buyer reserves the right to terminate and cancel this Order in whole or in part if Seller fails to make deliveries or timelines in accordance with the terms of the Order and any agreement referenced therein. F.O.B. point shall be Buyer's specified location unless different shipping terms are specified in writing on the face of this Order signed by Buyer. Notwithstanding any prior inspection and F.O.B. point, Seller shall bear all risk of loss of Goods until final inspection and written specific and unconditional acceptance of Goods by Buyer. Seller shall also bear all risk of loss with respect to Goods rejected by Buyer or shipped in excess or in advance of Buyer's requirements contained in this Order. Subject to inspection and acceptance, Buyer will be liable for payment only for quantities of Goods ordered and delivered. Overshipments shall be held at Seller's risk and expense for a reasonable time waiting shipping instructions. Shipping charges for returns of Goods are at Seller's expense. Further, if Seller fails to meet its scheduled delivery dates and Buyer elects to call for expedited shipments, Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. Seller shall be responsible for any additional charges resulting from any deviation from Buyer's routing instructions. Should Buyer accept Goods which are not delivered on or before the required delivery date, which option Buyer reserves, then Seller shall be liable for all additional costs incurred by Buyer because of such delay(s), including, but not limited to, telecommunication costs, additional or premium transportation charges, special handling expenses and costs to Buyer to store the materials in addition to other remedies available by law to Buyer. Buyer's acceptance of Goods which are not delivered on or before the required delivery date shall not be construed as a waiver by Buyer of any delivery schedule or date or of any rights or remedies provided by law, in this Order. If any Goods are defective in material or workmanship or otherwise not in conformity with the requirements of this Order, Buyer shall have the right to either reject them and to return them at Seller's risk and expense, including transportation both ways or to require their correction.

Seller acknowledges and agrees that any software or other non-tangible electronic Goods provided by Seller to Buyer hereunder shall be downloaded electronically to the maximum extent possible, and Seller shall include a statement on its invoice that no tangible product was received by Buyer (if such statement is accurate). If the software or non-tangible electronic Goods cannot be downloaded electronically, the software and non-tangible electronic Goods shall be received on a "load and leave basis" (that is, Seller shall electronically install any software and non-tangible electronic Goods using a physical CD and Seller shall retain the physical CD once the process has been completed).

Notwithstanding the above, title and risk of loss shall remain in Seller until Goods are delivered to Buyer's designated receiving location. Notwithstanding such delivery, Seller shall bear the entire risk of loss or damage to Goods purchased hereunder from the time that Buyer gives notice of rejection of such Goods. If Seller encounters or anticipates difficulty in meeting the delivery schedule stated herein, Seller shall immediately notify Buyer in writing, giving pertinent details; provided however, that the receipt of such data shall be for information purposes only and shall not be construed as a waiver by Buyer of any delivery schedule or date or of any rights or remedies provided by law or in this Order. If Seller fails to make delivery promptly and regularly, as required by this Order, Buyer may, in addition to other remedies available at law, terminate this Order.


Seller agrees to indemnify, and hold harmless Buyer, its successors, assigns, and its customers from and against any and all claims, demands, expenses, liabilities or other losses, judgments, awards, fines, and settlements incurred by reason of such claims, charges or lawsuits (including attorneys' fees and costs) arising from or by reason of Goods covered by this Order, Seller's and/or its employees/agents/representatives acts, omissions or negligence, or any actual or claimed infringement of patents, trademarks, or copyrights, and to defend any suits based thereon, with respect to the Order and/or the Goods furnished by Seller. Without limitation, such obligation to indemnify shall exist with respect to claims and demands relating to: (a) any Goods; (b) any part of such Goods; or (c) any combination of such Goods, other hardware, and/or other software wherein such infringement would not occur but for such Goods being a part of such combination, infringes on any patent, trademark, copyright, trade secret or other intellectual property right, foreign or domestic. If, as the result of an action as set forth above, the sale or use of any Goods , or part thereof, is restricted by court order, Seller shall, at its expense: (a) procure for Buyer the right to continue selling and/or using the Goods, (b) replace or modify the Goods with functionally-equivalent, non-infringing Goods (subject to Buyer's written approval and satisfaction), (c) return the purchase price of each unit of Goods that Buyer is unable to ship due to the injunction, or (d) return the purchase price of the Goods that is related to the injunction. The indemnity set forth in this paragraph shall apply notwithstanding that the Goods sold hereunder may have been produced by Seller in compliance with specifications furnished by Buyer. Such obligation to indemnify shall also exist with respect to claims and demands, including, without limitation, injuries to persons or property and economic losses by reason of, arising out of, or in any way related to, in whole or in part, this Order and/or the Goods. Buyer does not have any obligation to hold Seller harmless from any claim against Seller, its directors, officers, employees or agents, arising out of compliance with Buyer's specifications, except where the claimed infringement arises by reason of the equipment or materials furnished hereunder upon designs or drawings created by Buyer. Subject to applicable laws, any attempt by Seller to perform the following is expressly rejected and is ineffective: (a) disclaim any theory or grounds upon which Buyer, or successive purchasers of the Goods covered hereby (collectively "Purchasers"), might recover against Seller; (b) limit its liability by means of a "Force Majeure" or similar term; (c) disclaim any kind or class of damages; (d) establish time limitation periods within which the Purchasers are obligated to assert claims against Seller. Buyer and any successive purchasers of the Goods covered hereby retain and shall be entitled to assert all rights and claims available to them at law or equity against Seller in respect of the transactions subject to this Order. The obligations of this Clause shall survive the cancellation, termination, expiration, or completion of this Order.


Seller warrants that: (a) all Goods will conform to the specifications and requirements or other descriptions referred to in this Order; (b) Seller has good title to the Goods and has conveyed such title to Buyer free and clear of all liens and encumbrances; (c) all services performed under this Order are performed in a good and worker like manner that equals or exceeds the applicable industry standards; (d) the Goods are new, merchantable and fit for their intended purpose and are free from defects in design, material and workmanship; (e) all Goods do not infringe on any patent, copyright or other intellectual property right of any third party. All implied warranties, to the fullest extent permitted under applicable laws and without any exclusions or limitations, are incorporated herein by reference. Seller acknowledges and affirms that Buyer has disclosed to Seller the purposes for which the Goods are intended, and that Buyer is relying on Seller to furnish suitable Goods. Such warranties shall survive any inspection, delivery, acceptance, or payment by Buyer of the Goods, for a period equal to the longer of the date set forth in the manufacturer's warranty or six (6) months following date of shipment, unless otherwise specified herein. Such warranties shall extend to Buyer, its successors, assigns, customers or users of the Goods.


Seller shall comply with all applicable local, state, central and foreign laws, orders, directives and regulations at any time in effect including, but not limited to, those in the Constitution of India requiring equal opportunity and affirmative action without regard to race, color, religion, sex, national origin, etc. Seller will take appropriate actions to provide a safe and healthy workplace and to protect local environmental quality at and near all facilities and operations where it will conduct activities to supply Goods or services under this Order. Seller warrants that all Goods delivered hereunder shall comply with all provisions of applicable laws. Seller shall also comply with the Buyer's policies, procedures and requirements that relate to the nature of the transaction between Buyer and Seller, including Buyer's Rules of Conduct for On-Site Service Providers as amended from time to time, if applicable. The current version which is available at www.intuit.com/suppliers/terms/ and/or attached hereto as Attachment 1 is incorporated by this reference. Compliance with Buyer's policies, procedures and requirements shall not relieve Seller of its obligation to comply with all applicable laws and regulations. Notwithstanding the above, Seller shall comply with all of Buyer's rules, regulations, policies and procedures while on Buyer's premises or in the company of any of Buyer's employees. If Seller, its employees, representatives, or agents violate Buyer's rules, regulations, policies, or procedures, Buyer may, by written notice to Seller, terminate this Order as described in Clause 3 above in addition to any other rights or remedies provided by law.


"Work Product" means all deliverables, inventions, innovations, improvements, and/or other works of authorship Seller may develop in the course of performing services related to the Goods for Buyer, or as a result of such services, whether or not they are eligible for patent, copyright, trademark, trade secret, or other legal protection. Seller acknowledges that all Work Product shall be the sole and exclusive worldwide and perpetual property of Buyer, except that any pre-existing works created by Seller and third parties outside of the services but utilized in connection with the Goods (the "Pre-existing Works") shall continue to be owned by Seller or such parties. Seller agrees to notify Buyer in writing of any Pre-existing Works used in connection with any Work Product produced under this Order and hereby grants or agrees to acquire sufficient rights at Seller's expense and grant, to Buyer a non-exclusive, worldwide, perpetual, royalty-free license to utilize the Pre-existing Works in connection with the Work Product that does not encumber the Work Product, impose any duty upon Buyer to any third party, that Buyer has not expressly agreed to in writing. Buyer owns and will continue to own all right, title, and interest in and to the Intuit/Buyer Software, including without limitation, patents, copyrights, trade secrets and trademarks. All materials including supplies, materials, tools, furnished or paid for, directly or indirectly, by Buyer to Seller to perform any Order, or for which Seller has been reimbursed by Buyer,, unless otherwise specified herein, shall be and remain the property of Buyer, shallbe subject to removal from Seller's premises at any time without additional cost upon demand by Buyer, shall be used only in filling/performance of orders from the Buyer, shall be kept separate from other materials or tools of Seller, and shall be clearly identified as the exclusive property of Buyer. Seller assumes all liability for loss or damage to any such Buyer's property, with the exception of normal wear and tear, and agrees to supply detailed statements of inventory promptly upon request. Seller shall bear the risk of loss of and damage to Buyer's Property.


Seller may not issue press releases, endorsements or other public documents that reference Buyer or include statements by Buyer without the prior written consent of Buyer.


Except as may be otherwise provided in this Purchase Order, the Order price shall include all applicable central, State and local taxes of any kind in effect on the contract date.


Credits or benefits resulting or arising from this Order, including export credits or the refund of duties, taxes or fees, shall belong to Buyer. Seller shall provide all information necessary (including CT3 forms, written documentation and electronic transaction records) to permit Buyer to receive such benefits or credits, as well as to fulfill its customs related obligations, origin marking or labeling requirements and local content origin requirements, if any. Export licenses or authorizations necessary for the export of the Goods to Buyer shall be the responsibility of Seller unless otherwise indicated in this Order, in which event Seller shall provide such information as may be necessary to enable Buyer to obtain such licenses or authorization(s). Seller shall undertake such arrangements as necessary for the Goods to be covered by any duty deferral or free trade zone program(s) of the country of import.


Seller shall not delegate any duties nor assign any rights under this contract without the written consent of Buyer and no such attempted delegation or assignment shall be binding on Buyer.


Buyer may at any time make changes in delivery schedules, quantities, requirements and/or specifications to this Order but no change will be allowed unless authorized by the Buyer in writing and Seller shall be bound by such changes upon receipt of such writing. Unauthorized changes and related fees shall be at the sole expense of Seller. Buyer may also make changes in the method of shipping, packing and place of delivery by any means of communication. If such change affects cost or delivery schedules of this Order, an equitable adjustment shall be made, provided Seller makes a written claim therefore within fifteen (15) days from the date of Buyer's notification.


In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, including any proceeding under the applicable central or State bankruptcy law currently in effect, or in the event of the appointment, with or without Seller's consent, of an assignee for the benefit of creditors or of a receiver, Buyer shall be entitled to elect to terminate any unfilled part of this Order without any liability whatsoever.


Notwithstanding any provision in this Order, Buyer shall at all times have title to all documents and specifications furnished by Buyer to Seller and intended for use in connection with this Order. Seller shall not disclose such documents and specifications to any person, firm or corporation other than Buyer's or Seller's employees or subcontractors and on a need-to-know basis. Seller shall, upon Buyer's request, promptly return all documents and specifications to Buyer.


Seller agrees to maintain objective quality evidence for Goods in accordance with the applicable and most current ISO 9000 series of quality assurance testing standards. Seller shall supply this evidence to Buyer upon request. Seller agrees to permit Buyer to review Seller's procedures, practices, processes and related documents to determine such acceptability. This requirement is in addition to any special quality assurance provisions, which may be incorporated elsewhere in this Order/any other applicable agreement. Records of all inspection work by Seller shall be kept complete and available to Buyer during the performance of this applicable Order and for such longer period and in such manner as may be specified by Buyer.


Seller shall notify Buyer immediately if Seller obtains knowledge of any material shortage, governmental regulation, labor dispute or other event or impediment that could result in delay in delivery of the Goods. Notwithstanding any provision of this Order, the Seller may be held liable at the sole discretion of Buyer for any additional costs incurred by Buyer because of such delay(s).


The rights and remedies provided by Buyer herein shall be cumulative and in addition to any other rights and remedies provided by law or equity.


All waivers must be in writing. Waiver of breach of any provision of this Order shall not constitute waiver of full compliance with such provision nor shall it be a continuing waiver or a waiver of any other breach.


This Purchase Order shall be interpreted and governed in all respects according to the laws of the State of California. Seller agrees that any litigation between the parties arising out of or in connection with this Order shall be instituted and take place only in the federal or state courts of California. Seller consents to the personal jurisdiction of such courts over Seller for all purposes.


Seller recognizes that several covenants contained in this Order are reasonable and necessary to protect the legitimate interests of Buyer and that Buyer would not have entered into this Order in the absence of such covenants and that Seller's breach or threatened breach of such covenants shall cause Buyer irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages inadequate. Notwithstanding anything to the contrary herein, Seller agrees that Buyer shall be entitled, without the necessity of posting of any bond or security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants and for any other relief such court deems appropriate. This right shall be in addition to any other remedy available to Buyer. Except as may be otherwise provided in this Order, the rights or remedies of the parties hereunder are not exclusive, and either party shall be entitled alternatively or cumulatively, subject to the other provisions of this Order, to damages for breach, to an order requiring specific performance, or to any other remedy available at law or in equity.


Seller understands that Buyer maintains policies stating that its employees and their immediate families may not give or accept a gift (including discounts) that might indicate the intent to improperly influence the business relationship between Buyer and any supplier, customer, partner, distributor or other third party. Seller understands that Buyer's employees should never accept a gift (including any discount) that is given to create a sense of obligation on the employee's part with the intention of changing their behavior, and that Buyer's employees may never receive any gift from a Buyer competitor. To the extent the policies are described above, Seller agrees to take no action that would violate these policies. If Seller has any questions regarding these policies, it should contact: Intuit Inc., Procurement Vice President, PO Box 7850, Mountain View, CA 94039—7850 U.S.A. or Intuit Procurement, 7th Floor, Campus 4A, Prltech Park (Ecospace) Belandur, Bangalore — 560 103.


Seller agrees to perform services with a standard of care, skill and diligence normally provided by a professional person in the performance of services of the type rendered hereunder. Seller agrees to perform services in a safe manner and in compliance with all customary safety practices. Seller agrees to comply with all present and future applicable federal and state labor and employment laws and other laws, including, but not limited to, health, safety and environmental laws, regulations and orders. WITHOUT LIMITING THE FOREGOING, IF ANY SERVICES WILL BE PERFORMED IN CALIFORNIA, SELLER EXPRESSLY ACKNOWLEDGES THAT (i) SELLER IS AWARE OF THE REQUIREMENTS OF CALIFORNIA LABOR CODE SECTION 2810 AND EXPRESSLY REPRESENTS THAT SELLER'S FEES UNDER THIS AGREEMENT SUFFICE SO THAT SELLER CAN AND WILL COMPLY WITH ALL APPLICABLE LOCAL, STATE, AND FEDERAL LAWS OR REGULATIONS GOVERNING THE LABOR OR SERVICES TO BE PROVIDED AND (ii) INTUIT MAY AND SHALL RELY UPON SUCH REPRESENTATION. Seller further agrees to be bound by the terms and conditions of Intuit's Rules of Conduct for Onsite Service Providers as amended from time to time and hereby incorporated by this reference, the current version of which is available at http://about.intuit.com/suppliers/terms/rules_of_conduct.jsp and/or attached here to as Attachment 1.


Seller will maintain insurance policies with carriers acceptable to Buyer to cover any public liability, bodily injury, property damage and automobile liability for any damage incurred in connection with Seller's performance of any work at Buyer or at any third-party premises. Seller shall maintain the said insurance policies in accordance with limits specified by Buyer in writing. Seller shall maintain all of the above insurance policies as primary to any insurance maintained by Buyer and shall name Buyer, its directors, officers, employees and agents as additional insureds on such policies. Seller shall furnish to Buyer either a certificate showing compliance with these insurance requirements or certified copies of all insurance policies within ten (10) days of Buyer's written request. The certificate will provide that Buyer will receive thirty (30) days prior written notice from the insurer of any termination or reduction in the amount or scope of coverage. Seller's furnishing of certificates of insurance or purchase of insurance shall not release Seller from any of its obligations or liabilities under this Order.


Seller shall notify Intuit in writing in advance of Seller's desire to retain any subcontractors to support the performance of the services. Intuit reserves the right, in its sole discretion, to disapprove such retention. Seller shall also be liable for any subcontractor it hires to perform the services for Intuit, and covenants that such subcontractors shall, prior to performance of any services, agree in writing to be bound by the terms of this Order.


Seller shall notify Buyer in writing in advance of Seller's desire to retain any subcontractors to support the provision of Goods (including performance of any services) under this Order. Buyer reserves the right, in its sole discretion, to disapprove such retention. Seller shall also be liable for any subcontractor it hires to perform the services for Buyer, and covenants that such subcontractors shall, prior to performance of any services, agree in writing to be bound by the terms of this Order. Any such Seller's subcontractor and/or subcontractor's personnel will not be an employee, agent, servant or representative of Buyer and will not claim employment or benefits from Buyer. Any such party will not have the right or ability to bind Buyer to any agreement with a third party or to incur any obligation or liability on behalf of Buyer.


Seller acknowledges that during the provision of the Goods (including performance of any services in terms of this Order), it may be exposed to certain information concerning Buyer's business and technology and related information whether or not it is marked or designated by Buyer as "confidential" or "proprietary" at the time of disclosure, which is confidential or proprietary to Buyer and is not generally known to the public ("Confidential Information"). Without limiting the foregoing, the technology and any information covered by Buyer's privacy policies (including without limitation customer data) shall be deemed to be Confidential Information of Buyer. Seller agrees that during and after the provision of Goods (including performance of services in terms of this Order), it will not use any Confidential Information except in accordance with the provisions and for the specific purposes of this Order, it will restrict access to Confidential Information to its agents, employees or representatives who have a need to know such information, it will take all reasonable measures to maintain the confidentiality of all Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance, and will not disclose any Confidential Information to any third party without the prior written consent of Buyer. Seller recognizes that the Confidential Information is being provided in trust and that the violation of confidentiality obligations set forth herein shall result in a breach of trust for which all consequences under civil and criminal laws shall be applicable


When applicable to certain services, Seller agrees to comply with the then current Intuit Privacy policy located at www.intuit.com/privacy and/or its Security policy, as provided.