Common use of Client Confidential Information Clause in Contracts

Client Confidential Information. a. Client may disclose confidential information to Aptiv Solutions during the course of this Agreement. All information provided by or on behalf of Client or data collected by Aptiv Solutions during the performance of the Services is deemed to be the confidential information of Client and is hereinafter referred to as “Client Information”. Aptiv Solutions will not disclose Client Information to any person other than its Affiliates and its and their respective employees, agents, Investigators, Trial Sites and independent contractors involved in the Services or use any such information for any purpose other than the performance of Services without the prior written consent of Client, except that Aptiv Solutions may share Client Information with Client’s Affiliates, if requested. b. Aptiv Solutions will ensure that it and its Affiliates’ employees, agents, and independent contractors involved in the Services will comply with terms substantively similar to the confidentiality provisions of this Agreement. Contracts with Trial Sites will include provisions no less restrictive than these terms. Aptiv Solutions will disclose the Client Information only to those of Aptiv Solutions’ of Client’s Affiliates, and their employees, agents, Investigators, Trial Sites and independent contractors who reasonably need to know the Client Information for the purposes of carrying out a Project Agreement. c. Aptiv Solutions will exercise due care to prevent the unauthorized disclosure and use of Client Information associated with the Services. d. This confidentiality, nondisclosure and nonuse provision will not apply to Client Information that Aptiv Solutions can demonstrate by competent evidence: i. was known by Aptiv Solutions before initiation of the Services or which is independently discovered, after the initiation of the Services, without the aid, application or use of Client Information, as evidenced by written records; ii. was in the public domain at the initiation of the Services or subsequently became publicly available through no fault or action of Aptiv Solutions; or iii. was disclosed to Aptiv Solutions on a non-confidential basis by a third party authorized to disclose it. e. In no event will either Party be prohibited from disclosing confidential information of the other Party to the extent required by law to be disclosed, provided that the disclosing Party provides the non-disclosing Party with written notice thereof, prior to disclosure, to the extent reasonably practicable, discloses only what is required to be disclosed by law or regulation, and, at the non-disclosing Party’s request and expense, cooperates with the non-disclosing Party’s efforts to obtain a protective order or other confidential treatment of the confidential information required to be disclosed.

Client Confidential Information. a. Client may disclose confidential information to Aptiv Solutions during the course of this Agreement. All information provided by or on behalf of Client or data collected by Aptiv Solutions during the performance of the Services is deemed to be the confidential information of Client and is hereinafter referred to as “Client Information”. Aptiv Solutions will not disclose Client Information to any person other than its Affiliates and its and their respective employees, agents, Investigators, Trial Sites and independent contractors involved in the Services or use any such information for any purpose other than the performance of Services without the prior written consent of Client, except that Aptiv Solutions may share Client Information with Client’s Affiliates, if requested. b. Aptiv Solutions will ensure that it and its Affiliates’ employees, agents, Investigators, Trial Sites and independent contractors involved in the Services will comply with terms substantively similar to the confidentiality provisions of this Agreement. Contracts with Trial Sites will include provisions no less restrictive than these terms. Aptiv Solutions will disclose the Client Information only to those of Aptiv Solutions’ of Client’s Affiliates, and their employees, agents, Investigators, Trial Sites and independent contractors who reasonably need to know the Client Information for the purposes of carrying out a Project Agreement. c. Aptiv Solutions will exercise due care to prevent the unauthorized disclosure and use of Client Information associated with the Services. d. This confidentiality, nondisclosure and nonuse provision will not apply to Client Information that Aptiv Solutions can demonstrate by competent evidence: i. was known by Aptiv Solutions before initiation of the Services or which is independently discovered, after the initiation of the Services, without the aid, application or use of Client Information, as evidenced by written records; ii. was in the public domain at the initiation of the Services or subsequently became publicly available through no fault or action of Aptiv Solutions; or iii. was disclosed to Aptiv Solutions on a non-confidential basis by a third party authorized to disclose it. e. In no event will either Party be prohibited from disclosing confidential information of the other Party to the extent required by law to be disclosed, provided that the disclosing Party provides the non-disclosing Party with written notice thereof, prior to disclosure, to the extent reasonably practicable, discloses only what is required to be disclosed by law or regulation, and, at the non-disclosing Party’s request and expense, cooperates with the non-non- disclosing Party’s efforts to obtain a protective order or other confidential treatment of the confidential information required to be disclosed.

Client Confidential Information.  a. Client may disclose confidential information to Aptiv Solutions Premier during the course of this Agreement. All information provided by or on behalf of Client or Client, and all data collected by Aptiv Solutions Premier during the performance of the Services is are deemed to be the confidential information of Client and is (hereinafter referred to as “Client Information”). Aptiv Solutions Premier will not disclose Client Information to any person other than its Affiliates and its and their employees, agents, independent contractors, Investigators, Trial Sites and Subcontractors who reasonably need to know such Client Information for performance of the Services, and Premier and its Affiliates and their respective employees, agents, Investigators, Trial Sites Sites, Subcontractors and independent contractors involved in the Services or use any such information for any purpose other than the performance of Services without the prior written consent of Client, except that Aptiv Solutions Premier may share Client Information with Client’s Affiliates, if requested.requested by Client.  b. Aptiv Solutions Premier will ensure that it its and its Affiliates’ employees, agents, Subcontractors and independent contractors involved in the performance of the Services will comply with terms substantively similar to the confidentiality and non-use provisions of this Agreement. Contracts with Trial Sites will include confidentiality provisions no less restrictive than these termsterms herein. Aptiv Solutions Premier will disclose the Client Information only to those of Aptiv Solutions’ of Premier’s or Client’s Affiliates, and their respective employees, agents, Subcontractors, Investigators, Trial Sites and independent contractors who reasonably need to know the Client Information for the purposes of carrying out a Project Agreement.Work Order.  c. Aptiv Solutions Premier will exercise due care to prevent the unauthorized disclosure and use of Client Information associated with the Services.Information.  d. This confidentiality, nondisclosure and nonuse provision will not apply to Client Information that Aptiv Solutions Premier can demonstrate by competent evidence::  i. was known by Aptiv Solutions Premier before initiation of the Services Effective Date or which is independently discovered, after the initiation of the ServicesEffective Date, without the aid, application or use of Client Information, as evidenced by dated written records;;  ii. was in the public domain at the initiation time of the Services receipt of Client Information or subsequently became publicly available through no fault omission or action of Aptiv SolutionsPremier or its Affiliates or their respective employees, agents, Investigators, Trial Sites, Subcontractors or independent contractors; oror  iii. was disclosed to Aptiv Solutions Premier on a non-confidential basis by a third party authorized to disclose it..  e. In no event will either Party be prohibited from disclosing confidential information of the other Party to the extent required by law to be disclosed, provided that the disclosing Party provides the non-disclosing Party with written notice thereof, prior to disclosure, to the extent reasonably practicable, discloses only what is required to be disclosed by law or regulation, and, at the non-disclosing Party’s request and expense, cooperates with the non-disclosing Party’s efforts to obtain a protective order or other confidential treatment of the confidential information required to be disclosed..