12. Intellectual Property:
a) All right, title, and interest in and to the Organization's information, property, or materials furnished to ACE in connection with the Learning Evaluations review and Recommendation, whether such materials are written, printed, digital or electronic, or otherwise recorded in any format, including the Organization's exams, test items, data, logo, trademarks, trade names, and certain copyrighted materials remain with Organization. Organization grants ACE rights to use and retain such information, property, or materials in connection with the Learning Evaluations review and Recommendation, and any such information required to provide badging and transcript services to Earners will survive termination or expiration of these terms.
b) Organization grants to ACE a nonexclusive, nonassignable, sublicensable license to use Organization's names and logos (the “Organization Marks") on newsletters, web pages, and social media sites in connection with the Learning Evaluations review and Recommendation, with prior written approval. Any use of Organization Marks will be in accordance with style guidelines provided by the Organization. ACE will not use Organization Marks in any manner that would imply that ACE has an affiliation with the Organization other than in connection with the Learning Evaluations Recommendation.
c) ACE grants to Organization a nonexclusive, nonassignable, non-sublicensable license to use ACE's names and logos associated with the Learning Evaluations program (the “ACE Marks") with prior written approval. Organization will not use the ACE Marks in any manner that would imply that Organization has an affiliation with ACE other than in connection with the Learning Evaluations Recommendation.
d) All right, title, and interest in and to ACE's information, including but not limited to ACE's property, methodologies, or materials used, prepared, or developed prior to, during, after or in connection with the Learning Evaluations program, review or Recommendation, including the ACE logo, trademarks, trade names, the Learning Evaluations program marks or brand, and other materials, remain with ACE. ACE retains the right to review and approve all uses of ACE names, marks, lists, and content. Organization shall not use ACE Marks in any manner that would imply that ACE has an affiliation with the Organization other than as set forth in this agreement or ACE's brand guidance.
e) Should ACE or any of its employees, agents, consultants, and/or subcontractors be given access to Organization's proprietary or other confidential information or materials in whatever form, tangible or intangible, which includes without limitation exams; data; test items; designs; drawings; specifications; and documents (“Organization's Confidential Information"), ACE agrees to take all steps reasonably necessary to hold in trust and confidence information that ACE knows or has reason to know is considered confidential by Organization. ACE agrees that Organization's Confidential Information shall not at any time be used by ACE or ACE's employees, affiliates, or agents for any purpose other than the Learning Evaluations review, Recommendation, or credentialing. ACE will enter into written agreements with each of its employees, representatives, agents, consultants, and subcontractors who perform services hereunder sufficient to carry out ACE's confidential obligations under this Agreement.
13. Organization represents and warrants that the Organization's Confidential Information is true and accurate, to the best of Organization's knowledge.