Common use of Agreement to Keep Information Confidential Clause in Contracts

Agreement to Keep Information Confidential. Recipient hereby agrees that the Confidential Information is the confidential, proprietary property of PHG and that Recipient acquires no interest in the Confidential Information, other than the right to use certain Confidential Information to evaluate the Proposed Transaction pursuant to the terms of this Agreement. Recipient therefore agrees to use the Confidential Information solely for the purpose of evaluating the Proposed Transaction and to exercise the same degree of care and protection with respect to the Confidential Information that it exercises with respect to its own confidential and proprietary information (and in no event less than a commercially reasonable degree of care and protection). Until such time as this Agreement is terminated, Recipient shall, subject to the provisions of Section 4 below, hold the Confidential Information in strictest confidence and shall not in any way use, copy, disclose, or otherwise make available to any other person or entity any of the Confidential Information. The duty of confidentiality shall not apply to information which: (a) was in the public domain at the time it was communicated to Recipient or subsequently entered the public domain through no fault of Recipient; (b) Recipient can prove was independently developed by Recipient without use of or reference to the Confidential Information or was already known to Recipient at the time of receipt; or (c) is required to be disclosed by Recipient pursuant to judicial order or other compulsion of law, provided that Recipient shall provide to PHG prompt notice of any such order, take all steps to assure that any available protective or similar orders or procedures are obtained and comply with any protective or similar order imposed on such disclosure. In the event of unauthorized disclosure of Confidential Information by Recipient, Recipient shall bear the burden of proof of demonstrating that the information falls under one of the above-described exceptions.