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 * Products
   Products
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 * Products
   
   Intuit Assist
   New feature
   TurboTax
   Credit Karma
   QuickBooks
   Mailchimp

 * Solutions
   
   For Accountants
   For Educators

 * Support and Blogs
   
    * Product Support
       * Overview
       * TurboTax
       * QuickBooks Support
       * Accountants Community
   
    * Blogs
       * Intuit Blog
       * TurboTax Blog
       * QuickBooks Blog
       * Tax Pro Center for Accountants

 * Company
   
    * About Intuit
       * Company Profile
       * Technology at Intuit
       * Partner Programs
       * Supplier Partner Programs
       * DEI
       * Corporate Responsibility
       * Press Room
       * Executive Leadership
       * Investor Relations
       * Accessibility
       * Intuit Dome
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       * Worldwide Locations
   
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       * Life at Intuit
       * Apply to Intuit
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Supplier Programs at Intuit

 * Supplier Policies
    * Conflict Mineral Policy
    * Contractors Rule of Conduct
    * Supplier Code of Conduct (EN)
    * Supplier Code of Conduct (FRCA)
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    * Supplier Code of Conduct (PR)
    * Supplier Code of Conduct (MX)
    * Supplier Code of Conduct (SG)
    * Supplier Code of Conduct (IL)
    * Responsibility Guidelines

 * Purchase Order Terms
    * Australia
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    * France
    * India
    * Ireland
    * Israel
    * Singapore
    * United Kingdom
    * United States

 * Diversity and Sustainability

Supplier Programs at Intuit
 * Supplier Policies
   
   Conflict Mineral Policy
   Contractors Rule of Conduct
   Supplier Code of Conduct (EN)
   Supplier Code of Conduct (FRCA)
   Supplier Code of Conduct (FR)
   Supplier Code of Conduct (PR)
   Supplier Code of Conduct (MX)
   Supplier Code of Conduct (SG)
   Supplier Code of Conduct (IL)
   Responsibility Guidelines

 * Purchase Order Terms
   
   Australia
   Canada
   France
   India
   Ireland
   Israel
   Singapore
   United Kingdom
   United States

 * Diversity and Sustainability

PURCHASE ORDER TERMS


UNITED STATES








1. TERMS AND CONDITIONS / RELATIONSHIP OF THE PARTIES

These terms and conditions (collectively, the "Terms") control the purchase of
goods and services listed in this Purchase Order ("Order") and constitute the
full and complete agreement between Intuit Inc. ("Intuit") and Seller. Any prior
or contemporaneous offer regarding such purchase is rejected. In the event of
any conflict between any provisions written by Intuit that are part of this
Order, including any exhibits attached hereto, and these Terms, 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 in effect. There are no oral or written
collateral representations, agreements or understandings 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 Intuit. Seller
shall provide goods and perform services in its capacity as an independent
contractor. Seller acknowledges that Intuit is not responsible for providing any
employee benefits (including group health plan coverage) to any employee of
Seller who is staffed with Intuit. Any employee of Seller who is staffed with
Intuit will not be considered a common law employee of Intuit with regard to the
employer shared responsibility provisions under Internal Revenue Code (“IRS”)
Section 4980H, and any laws concerning social security, disability insurance,
unemployment compensation, federal, state, or local income tax withholding, or
any other laws or regulations relating to employees. Nothing in this Order shall
be construed to constitute Seller as an agent or employee of Intuit, or imply a
joint venture or principal and agent relationship between the parties.





2. ORDER ACCEPTANCE / CANCELLATION

Issuance of this Order constitutes an offer expressly limited to the Terms.
Seller's acceptance shall be deemed agreement to such Terms. Any modification of
these Terms by Seller shall be deemed a material alteration and is expressly
objected to and rejected by Intuit. Intuit 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 Intuit and Intuit's acceptance thereof.
Furthermore, unless Seller accepts this offer within fifteen (15) days of issue,
Intuit reserves the right to revoke this offer and reject any alleged acceptance
by Seller. Notwithstanding any provision to the contrary and in addition to any
other remedy, Intuit may cancel this Order in whole or in part upon notice in
the event: (a) Seller fails to make delivery at the time provided; (b) Seller
fails to comply with any other term or condition of this Order or any other
Order from Intuit 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 Intuit.
Intuit shall have no liability to Seller beyond payment of any balance owed for
goods or services delivered to and accepted by Intuit prior to Intuit's sending
notice of termination. Intuit may terminate these Terms for any reason upon ten
(10) days written notice.


3. PRICE AND PAYMENT

Seller shall furnish goods or services in accordance with the Terms stated
herein. Unless otherwise stated, the price terms contained herein include all
costs or charges of any kind that will be paid by Intuit, and Intuit 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. Intuit’s preferred mode of payment is via credit
card. Seller shall not charge any increased rates for this payment method. In
addition, Seller shall be responsible for all convenience fees and applicable
credit card fees. Seller warrants that the prices to be charged for articles or
services 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 the goods or completion of services
ordered by Intuit hereunder. All invoices shall be submitted to Intuit the
following ways, in order of preference: or such other address as Intuit shall
designate from time to time. Unless different payment terms are specified on the
face hereof, Intuit shall issue payment within forty-five (45) days of its
receipt of a correct and conforming invoice. Any invoices not received within
such six (6) month time period shall be deemed forgiven by Seller. In the event
Intuit pays for any of Seller’s goods or services through an Intuit credit card,
Seller shall be responsible for any fraudulent charges and liabilities arising
from unauthorized usage by Seller's employees. Payment is contingent upon
delivery by Seller of conforming goods or satisfactory completion of services
which shall be at Intuit’s sole discretion. In no event shall Intuit be
obligated to pay interest or penalties on any amounts. Any attempt by Seller to
create a security interest in delivered goods is expressly rejected by Intuit
and shall be without effect.


4. CASH DISCOUNT AND SET OFFS

Discounts shall be calculated from the date the goods or services are received
by Intuit at the destination designated in the Order. Intuit may at any time set
off any amount owing from Seller to Intuit, or Intuit's subsidiaries, against
any amount due and owing to Seller or any of Seller's subsidiaries, pursuant to
this Order or any other agreement between Intuit and Seller or their respective
subsidiaries or affiliates.


5. DELIVERY, F.O.B. POINT, TITLE. RISK OF LOSS

Delays in shipment or performance shall be reported immediately to Intuit.
Intuit reserves the right to 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 Corporate Purchase Agreement referenced therein. F.O.B. point shall be
Intuit's location unless different shipping terms are specified on the face of
this Order. Notwithstanding any prior inspection and F.O.B. point, Seller shall
bear all risk of loss until final inspection and acceptance of goods by Intuit.
Seller shall also bear all risk of loss with respect to goods or services
rejected by Intuit. Subject to inspection and acceptance, Intuit will be liable
for payment only for quantities of goods or services ordered and delivered. Over
shipments shall be held at Seller's risk and expense for a reasonable time
waiting shipping instructions. Shipping charges for returns are at Seller's
expense. If any goods or services are defective in material or workmanship or
otherwise not in conformity with the requirements of this Order, Intuit 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 items provided by Seller to Intuit 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 Intuit (if
such statement is accurate). If the Software or non-tangible electronic items
cannot be downloaded electronically, the Software and non-tangible electronic
items shall be received on a "load and leave basis" (that is, Seller shall
electronically install any Software and intangible electronic items using a
physical CD and Seller shall retain the physical CD once the process has been
completed).


6. INDEMNIFICATION, LIMITATIONS OF LIABILITY

Indemnification. Seller agrees to indemnify, defend, and hold harmless Intuit,
its officers, successors, assigns, and its customers from and against any and
all expenses, liabilities or other losses (including attorneys' fees and costs)
arising from or by reason of goods and services covered by this Order, (i)
Seller's acts, omissions or negligence; or (ii) any actual or claimed
infringement of patents, trademarks, or copyrights, and to defend any suits
based thereon, with respect to the goods and services furnished by Seller.
Without limitation, such obligation to indemnify shall exist with respect to
claims and demands relating to: (a) any goods or services; (b) any part of such
goods or services; or (c) any combination of such goods, other hardware, and
other software wherein such infringement would not occur but for such goods or
services 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 services, or part thereof, is enjoined by court order, Seller
shall, at its expense: (a) procure for Intuit the right to continue selling and
using the goods, (b) replace or modify the goods with functionally-equivalent,
non-infringing goods (subject to Intuit's approval and satisfaction), (c) return
the purchase price of each unit of goods that Intuit is unable to ship due to
the injunction, or (d) return the purchase price of the services that Intuit 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 Intuit. Intuit 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 Intuit's
specifications, except where the claimed infringement arises by reason of the
equipment or materials furnished hereunder upon designs or drawings created by
Intuit. 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, the goods and services covered by this Order. Any attempt by Seller
to perform the following is expressly rejected and is ineffective: (a) disclaim
any theory or grounds upon which Intuit, or successive purchasers of the goods
and services 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.
Intuit and any successive purchasers of the goods and services 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.

Limitation of Liability. Intuit shall not be liable for failure to perform its
obligations hereunder if such failure is due (directly or indirectly) to any
abnormal and unforeseeable circumstances beyond its reasonable control where the
consequences would have been unavoidable despite all commercially reasonable
endeavors. Such causes or conditions shall include, but shall not be limited to,
industrial disputes, the failure of any system, software or telecommunication
link, acts of God or of the public enemy, acts of the Government in either its
sovereign or contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, shortages of labor or materials, freight embargoes,
unusually severe weather, electrical power failures, communication failures,
unavoidable delays, the errors or failures of third party systems, or other
similar causes beyond its control.

Intuit’s liability for any loss arising out of or relating in any way to this
Order, or property damage, shall, in the aggregate, be limited to actual,
direct, and general money damages in an amount not to exceed the amount paid
hereunder for services during the previous twelve (12) months. This shall be the
extent of Intuit’s liability arising out of or relating in any way to this Order
t, including alleged acts of negligence, breach of contract, or otherwise and
regardless of the form in which any legal or equitable action may be brought
against Intuit whether contract, tort, or otherwise, and the foregoing shall
constitute Seller’s exclusive remedy. Under no circumstances shall Intuit be
liable for any special, consequential or indirect loss, loss of business,
goodwill or loss of profit whether direct or indirect, lost interest, or for
punitive or exemplary damages arising out of or relating in any way to this
Order, even if Intuit has been advised of the possibility of such damages.

Notwithstanding the above, Intuit does not exclude or limit liability in respect
of injury to or death of any person caused by their negligence nor in respect of
their fraud.

EXCEPT AS REQUIRED BY LAW, INTUIT MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.


7. WARRANTY

Seller warrants that: (a) all goods or services 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 Intuit
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; and (d) the goods are merchantable and fit
for their intended purpose and are free from defects in design, material and
workmanship. Seller acknowledges and affirms that Intuit has disclosed to Seller
the purposes for which the goods are intended, and that Intuit is relying on
Seller to furnish suitable goods. Such warranties shall survive any inspection,
delivery, acceptance, or payment by Intuit of the goods or services, for a
period equal to the longer of the date set forth in the manufacturer's warranty
or six months following date of shipment, unless otherwise specified herein.
Such warranties shall extend to Intuit, its successors, assigns, customers or
users of its products.


8. COMPLIANCE WITH LAWS / EQUAL OPPORTUNITY

Seller shall comply with all applicable laws and regulations. Seller shall also
comply with Intuit policies, procedures and requirements that relate to the
nature of the transaction between Intuit and Seller, including Intuit's rules of
conduct for on-site service providers, as applicable. Compliance with Intuit's
policies, procedures and requirements shall not relieve Seller of its obligation
to comply with all applicable laws and regulations.


9. OWNERSHIP/INTUIT'S PROPERTY

"Work Product" means all deliverables, inventions, innovations, improvements,
and other works of authorship created by the Seller solely or jointly with
others in the course of performing services for Intuit, 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 property of Intuit, except that any
pre-existing works created by Seller and third parties outside of the services
but utilized in connection with such Services (the "Pre-existing Works") shall
continue to be owned by Seller or such parties. Seller hereby assigns to Intuit
its entire rights to the Work Product and agrees to execute any documents and
take any action reasonably requested by Intuit (at Intuit's sole cost and
expense) to protect the rights of Intuit in any Work Product. Seller agrees to
notify Intuit 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 Intuit a non-exclusive,
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 Intuit to any third party, that Intuit has not expressly agreed to in
writing. Intuit owns and will continue to own all rights, title, and interest in
and to the Intuit Software, including without limitation, patents, copyrights,
trade secrets and trademarks.

All materials including tools, furnished or paid for by Intuit, unless otherwise
specified herein, shall be the property of Intuit, shall be subject to removal
at any time without additional cost upon demand by Intuit, shall be used only in
filling orders from Intuit, shall be kept separate from other materials or
tools, and shall be clearly identified as the property of Intuit. Seller assumes
all liability for loss or damage, with the exception of normal wear and tear,
and agrees to supply detailed statements of inventory promptly upon request.


10. PRESS RELEASES

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


11. TAXES

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


12. ASSIGNMENT OF RIGHTS

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


13. CHANGES

Intuit may at any time make changes in delivery schedules, quantities,
requirements and specifications but no change will be allowed unless authorized
by Intuit in writing. Unauthorized changes and related fees shall be at the
expense of Seller. Intuit 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 the Seller makes a written claim therefore within fifteen (15)
calendar days from the date of Intuit's notification.


14. INSOLVENCY

In the event of any proceedings, voluntary or involuntary, in bankruptcy or
insolvency by or against Seller, including any proceeding under the applicable
Federal 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, Intuit shall be entitled to elect to cancel any
unfilled part of this Order without any liability whatsoever.


15. TITLE SPECIFICATION

Intuit shall at all times have title to all documents and specifications
furnished by Intuit 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 Intuit's or Seller's employees or
subcontractors. Seller shall, upon Intuit's request, promptly return all
documents and specifications to Intuit.


16. OBJECTIVE QUALITY EVIDENCE

Seller agrees to maintain objective quality evidence for Goods in accordance
with ISO 9002 quality assurance testing standards. Seller shall supply this
evidence to Intuit upon request.


17. POTENTIAL DELAYS

Seller shall notify Intuit 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.


18. O.S.H.A.

Seller warrants that all materials or services delivered hereunder shall comply
with all provisions of the Williams-Steiger Occupational Safety and Health Act
(O.S.H.A.) including all current rules and regulations.


19. REMEDIES

The rights and remedies provided by Intuit herein shall be cumulative and in
addition to any other rights and remedies provided by law or equity (or provided
under the Uniform Commercial Code).


20. WAIVER

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.


21. GOVERNING LAW / VENUE / CONSENT TO JURISDICTION

This 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 in Santa Clara County,
California. Seller consents to the personal jurisdiction of such courts over
Seller for all purposes.


22. ETHICAL PRACTICES

Seller understands that Intuit 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 Intuit and any supplier, customer, partner, distributor or other third
party. Seller understands that Intuit 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 Intuit
employees may never receive any gift from an Intuit competitor. To the extent
the policies are described above, Seller agrees to take no action that would
violate these policies and Seller agrees to comply with the Intuit Supplier Code
of Conduct. If Seller has any questions regarding these policies, it should
contact: Intuit Inc., Procurement Vice President, P.O. Box 7850, Mountain View,
CA 94039-7850.


23. PROVISION OF SERVICES

Intuit may request Seller to perform certain services (pursuant to Statement(s)
of Work ("SOW"), which will expressly incorporate the Terms of this Order. The
SOW will specify: (i) Seller's specific obligations, including all deliverables,
improvements, and works of authorship the Seller shall perform, develop or
provide in the course of performing the services; (ii) the performance schedule
relating to such services; (iii) the applicable fees, discounts and payment
terms for the services; and (iv) any other pertinent terms and conditions.
Unless otherwise approved by Intuit, Seller will perform background screens on
all individuals assigned to Intuit in compliance with all applicable laws and
only permit those individuals that pass successfully to work on the Intuit
account. Seller will allow Intuit to perform an audit of its background
screening process on an annual basis. In the event of suspected fraudulent
activity by an employee, Seller agrees to cooperate with any investigation
conducted by Intuit or law enforcement agency.


24. SELLER'S REPRESENTATIONS AND CONVENANTS

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 ORDER 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 covenants that if Seller applies for
health coverage through the Health Insurance Marketplace, Seller will not
represent at any time during the application process that Intuit is Seller’s
common law employer. If Seller represents that Intuit is his or her common law
employer during the application process, Seller agrees to save and hold Intuit
harmless with regard to any penalties that are assessed against Intuit as a
result of this 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 https://www.intuit.com/company/strategic-sourcing/supplier-code-of-conduct/


25. INSURANCE

Seller will maintain insurance policies 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 Intuit or at any third-party
premises. Seller shall maintain Commercial General Liability and Workers'
Compensation Insurance and State Disability Insurance covering all employees
performing the services under this Order with minimum limits of $1 million per
claim and $2 million annual aggregate. Seller shall maintain all of the above
insurance policies as primary to any insurance maintained by Intuit and shall
name Intuit, its directors, officers, employees and agents as additional
insureds on such policies.


26. SUBCONTRACTING

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.


27. CONFIDENTIALITY

Seller acknowledges that during the performance of the services, it may be
exposed to certain information concerning Intuit's business and technology and
related information whether or not it is marked or designated by Intuit as
“confidential or “proprietary” at the time of disclosure, which is confidential
or proprietary to Intuit and is not generally known to the public ("Confidential
Information"). Without limiting the foregoing, the technology and any
information covered by Intuit's privacy policies (including without limitation
customer data) shall be deemed to be Confidential Information of Intuit. Seller
agrees that during and after the performance of services, 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 Intuit.


28. PRIVACY AND SECURITY

When applicable to certain services, Seller agrees to comply with the then
current Intuit Privacy Statement, as provided or updated by Intuit from time to
time.

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