Common use of Company Confidential Information Clause in Contracts

Company Confidential Information. (a) Contractor agrees that all technical or business information (hereinafter “Company Confidential Information”) that is disclosed to Contractor or its Subcontractors in connection with any Work hereunder by Company Group or Company’s other contractors, either orally or in writing, is to be treated as confidential and proprietary. Contractor agrees that Company Confidential Information will be maintained in strict confidence and not used or disclosed to Third Parties other than in performing Work for Company. The requirement to maintain information in strict confidence, however, shall not apply to any Company Confidential Information that: (i) is or becomes generally available to the public other than through a breach of this Agreement by Contractor; (ii) was in the possession of Contractor prior to the time it was acquired hereunder and was not acquired, directly or indirectly, from Company or its Affiliates or from others under an obligation of confidentiality; (iii) is independently made available as a matter of right to Contractor by a Third Party without obligations of confidentiality, provided that, to Contractor’s knowledge, such Third Party did not acquire such information directly or indirectly from Company or its Affiliates under an obligation of confidentiality; or (iv) is required by law to be divulged, provided that Contractor must notify Company prior to any disclosure, and must assist Company in minimizing the extent of disclosure. (b) Contractor shall not disclose Company Confidential Information to any Third Party or use it or any part thereof except in the performance of the Work. Contractor agrees to limit access to Company Confidential Information to the Contractor Group and its Subcontractors who reasonably require such access for purposes of this Agreement. Contractor agrees to use its commercially reasonable efforts in requiring that its employees, agents, representatives and Subcontractors maintain Company Confidential Information in strict confidence. Contractor must not make nor permit the making of any copies, abstracts, derivatives or summaries of any Company Confidential Information, except in the performance of the Work. Upon completion of Work for Company, or at Company’s request, Contractor must return all Company Confidential Information (including, but not limited to, all copies, abstracts, derivatives and summaries).

Company Confidential Information. (a) Contractor agrees that all technical or business information (hereinafter “Company Confidential Information”) ” will mean all information disclosed or otherwise made available by Company to Provider that is disclosed to Contractor marked confidential or its Subcontractors in connection with any Work hereunder by is of the nature that a reasonable person would identify it as being confidential, and the name, social security number, date of birth, address, bank, and/or wage information of Company Group or and Company’s other contractors, either orally or in writing, is employee provided to be treated as confidential and proprietaryProvider by Company. Contractor agrees that Provider will use reasonable care to prevent the disclosure of such Company Confidential Information will be maintained in strict confidence to any unauthorized person or entity. Provider may disclose Company Confidential Information to its employees, affiliates, subsidiaries, agents, and not used contractors to (i) perform or disclosed offer Services; (ii) offer additional products or services; (iii) perform analysis to Third Parties other than in performing Work for determine Company’s qualification to receive future services; and (iv) collects Amounts Due and may disclose Company’s payment experiences with Provider to credit reporting agencies and supply vendor references on Company’s behalf. Provider may also disclose Company Confidential Information (i) to i ts attorneys, accountants, and auditors; and (ii) pursuant to federal, state, or local law, regulation, court order, legal process, or governmental investigation. The requirement to maintain information obligations set forth in strict confidence, however, shall this section will not apply to any Company Confidential Information that: that (i) Company has agreed is or becomes generally available to the public other than through a breach free of this Agreement by Contractorany nondisclosure obligations; (ii) was in the possession of Contractor prior to at the time it of disclosure was acquired hereunder and was not acquired, directly or indirectly, from Company or its Affiliates or from others under an obligation free of confidentialityany nondisclosure obligations; (iii) is independently made available as developed by Provider or that Provider lawfully received, free of any nondisclosure obligations, from a matter of third party having the right to Contractor by a Third Party without obligations of confidentiality, provided that, to Contractor’s knowledge, furnish such Third Party did not acquire such information directly or indirectly from Company or its Affiliates under an obligation of confidentialityConfide ntial Information; or (iv) is required by law or becomes available to be divulgedthe public without any breach of this Agreement or unauthorized disclosure; or (v) Provider, provided its employees and agents release based on a reasonable belief that Contractor must notify Company prior has consented to any such disclosure, . Company acknowledges and must assist Company in minimizing agrees that to the extent of disclosure. (b) Contractor shall not Company was referred to Provider by a third party, Provider may disclose Company Confidential Information to any Third Party or statistical information regarding the Company's use it or any part thereof except in the performance of the Work. Contractor agrees Services to limit access to Company Confidential Information to the Contractor Group such third party and its Subcontractors who reasonably require such access affiliates for purposes of this Agreement. Contractor agrees to use its commercially reasonable efforts in requiring that its employees, agents, representatives marketing and Subcontractors maintain Company Confidential Information in strict confidence. Contractor must not make nor permit the making of any copies, abstracts, derivatives or summaries of any Company Confidential Information, except in the performance of the Work. Upon completion of Work for Company, or at Company’s request, Contractor must return all Company Confidential Information (including, but not limited to, all copies, abstracts, derivatives and summaries)analysis purposes.

Company Confidential Information. Licensor agrees that, without the prior written consent of Company in each case, during and following the term of this Agreement it will keep confidential, and not disclose or use Company Confidential Information (aas defined below) Contractor agrees that other than for the purposes of this Agreement. Licensor shall treat such Company Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all technical events no less than a reasonable degree of confidentiality. Licensor may disclose the Company Confidential Information only to employees and consultants of Licensor or business of its Affiliates who have a “need to know” such information (hereinafter in order to enable Licensor to exercise its rights or fulfill its obligations under this Agreement and are legally bound by agreements which impose confidentiality and non-use obligations comparable to those set forth in this Agreement. For purposes of this Agreement, “Company Confidential Information”) that is disclosed ” means any scientific, technical, trade or business information relating to Contractor or its Subcontractors in connection with any Work hereunder by Company Group or Company’s other contractors, either orally or in writing, is to be treated the subject matter of this Agreement designated as confidential and proprietary. Contractor agrees that Company Confidential Information will or which otherwise should reasonably be maintained construed under the circumstances as being confidential disclosed by or on behalf of Company, including without limitation pursuant to Section 8 of this Agreement, whether in strict confidence and not used oral, written, graphic or disclosed machine-readable form, except to Third Parties other than in performing Work for Company. The requirement to maintain information in strict confidence, however, shall not apply to any Company Confidential Information thatthe extent such information: (i) is or becomes generally available was known to Licensor at the public time it was disclosed, other than through a breach by previous disclosure by or on behalf of this Agreement Company specifically excluding information disclosed to Licensor by ContractorResearcher; (ii) was in the possession of Contractor prior to is at the time it was acquired hereunder and was not acquired, directly of disclosure or indirectly, from Company or its Affiliates or from others later becomes publicly known under an obligation circumstances involving no breach of confidentialitythis Agreement; (iii) is independently lawfully and in good faith made available as a matter of right to Contractor Licensor by a Third Party without third party who is not subject to obligations of confidentiality, provided that, confidentiality to Contractor’s knowledge, Company with respect to such Third Party did not acquire such information directly or indirectly from Company or its Affiliates under an obligation of confidentialityinformation; or (iv) is independently developed by Licensor without the use of or reference to the Company Confidential Information; or (v) is required to be disclosed by Licensor pursuant to interrogatories, requests for information or documents, subpoena, civil investigative demand issued by a court or governmental agency of competent jurisdiction or as otherwise required by law (provided that, in such case, Licensor shall notify the Company promptly upon receipt thereof to be divulged, provided that Contractor must notify give the Company prior the opportunity to any disclosure, and must assist Company in minimizing the extent of disclosure. (b) Contractor shall not disclose Company Confidential Information seek a protective order or other similar order with respect to any Third Party or use it or any part thereof except in the performance of the Work. Contractor agrees to limit access to Company Confidential Information to the Contractor Group and its Subcontractors who reasonably require such access for purposes of this Agreement. Contractor agrees to use its commercially reasonable efforts in requiring that its employees, agents, representatives and Subcontractors maintain Company Confidential Information in strict confidence. Contractor must not make nor permit the making of any copies, abstracts, derivatives or summaries of any Company Confidential Information, except in the performance of the Work. Upon completion of Work for Company, or at Company’s request, Contractor must return all Company Confidential Information (including, but not limited to, all copies, abstracts, derivatives and summariesinformation).

Company Confidential Information. (a) Contractor agrees Seller and MWP acknowledge that all technical or business information (hereinafter “they and their respective Subsidiaries have Company Confidential Information”) that is disclosed to Contractor or its Subcontractors in . In connection with any Work hereunder by Company Group or Company’s other contractorstherewith, either orally or in writing, is to be treated as confidential and proprietary. Contractor agrees that Company Confidential Information will be maintained in strict confidence and not used or disclosed to Third Parties other than in performing Work for Company. The requirement to maintain information in strict confidence, however, shall not apply to any Company Confidential Information that: (i) is or becomes generally available to the public other than through a breach of this Agreement by Contractor; (ii) was in the possession of Contractor prior to the time it was acquired hereunder and was not acquired, directly or indirectly, from Company or its Affiliates or from others under an obligation of confidentiality; (iii) is independently made available as a matter of right to Contractor by a Third Party without obligations of confidentiality, provided that, to Contractor’s knowledge, such Third Party did not acquire such information directly or indirectly from Company or its Affiliates under an obligation of confidentiality; or (iv) is required by law to be divulged, provided that Contractor must notify Company prior to any disclosure, and must assist Company in minimizing the extent of disclosure. (b) Contractor shall not disclose Company Confidential Information to any Third Party or use it or any part thereof except in the performance of the Work. Contractor agrees to limit access to Company Confidential Information to Closing Date and thereafter, Seller and MWP hereby covenant and agree that Seller, MWP and their respective Subsidiaries shall keep and hold the Contractor Group and its Subcontractors who reasonably require such access for purposes of this Agreement. Contractor agrees to use its commercially reasonable efforts in requiring that its employees, agents, representatives and Subcontractors maintain Company Confidential Information in strict confidence. Contractor must confidence and, except as otherwise provided in this Agreement (including in connection with the enforcement of Seller’s rights hereunder), shall not use for any purpose, nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make nor permit available to any third party, any of the making Company Confidential Information without Buyer’s prior written consent; provided, however, that if Seller, MWP or any of their respective Subsidiaries (and/or any copies, abstracts, derivatives of their Representatives) is requested or summaries of required to disclose any Company Confidential InformationInformation by judicial or administrative process or by other requirements of applicable Law, except then Seller, MWP or the applicable Subsidiary shall promptly notify Buyer and shall cooperate with Buyer to obtain a protective order or other appropriate remedy in the performance respect of the Work. Upon completion of Work for Company, or at Company’s request, Contractor must return all Company Confidential Information (includingat issue. In the event such order or remedy cannot be obtained or Buyer waives compliance with the terms of this Section 5.10, then Seller, MWP or their applicable Subsidiary may disclose only that portion of such Company Confidential Information which Seller, MWP or such Subsidiary is advised by its outside counsel is legally required to be disclosed. Notwithstanding anything to the contrary set forth herein, nothing in this Section 5.10 shall limit the right of Seller, MWP or any of their respective Subsidiaries to use or disclose any Company Confidential Information in connection with but not limited toonly to the extent necessary for Seller, all copiesMWP and their respective Subsidiaries to comply with any lawful requirement of a Governmental Entity or with any applicable Law, abstractsincluding any applicable securities Laws or securities exchange or listing regulations or requirements, derivatives or prepare their financial statements or prepare and summaries)file their Tax Returns and other Tax filings.

Company Confidential Information. (a) Contractor Confidant shall not, and agrees that all technical to cause its Affiliates (as defined below) not to, use for personal benefit, disclose, communicate or business information divulge, or use for the direct or indirect benefit of any other person, firm, association, partnership, corporation or other entity (hereinafter “other than Company) Company Confidential Information”) that is disclosed to Contractor or its Subcontractors in connection with any Work hereunder by Company Group or Company’s other contractors, either orally or in writing, is to be treated as confidential and proprietary. Contractor agrees that All Company Confidential Information will shall be maintained the sole property of Company, and Confidant hereby assigns to Company any rights Confidant may acquire (by whatever means) in strict confidence and not used or disclosed to Third Parties other than in performing Work for Companysuch Company Confidential Information. The requirement to maintain information in strict confidence, however, shall not apply to any Confidant agrees that no Company Confidential Information that: (i) is shall be used by Confidant or becomes generally available to its Affiliates in any manner competitive with the public other than through a breach business of this Agreement by Contractor; (ii) was in the possession of Contractor prior to the time it was acquired hereunder and was not acquired, directly or indirectly, from Company or its Affiliates. Confidant agrees that neither Company nor its Affiliates or from others under an obligation of confidentiality; (iii) is independently made available as a matter of right shall have any liability to Contractor by a Third Party without obligations of confidentiality, provided that, to Contractor’s knowledge, such Third Party did not acquire such information directly or indirectly from Company Confidant or its Affiliates under an obligation resulting from the use of confidentiality; or (iv) is required by law to be divulged, provided that Contractor must notify Company prior to any disclosure, and must assist Company in minimizing the extent of disclosureConfidential Information. (b) Contractor Confidant agrees that it shall not disclose treat the Company Confidential Information with the same degree of care and security as it treats its own confidential information, but in no event shall such care and security be less than a reasonable standard. (c) Company makes no representation or warranty as to the accuracy or completeness of the Company Confidential Information or any other written or oral communications submitted or made available to Confidant, and expressly disclaims any and all liability based on its Company Confidential Information or on any omissions therefrom. Only those particular representations and warranties which may be made in a definitive written agreement for the possible business relationship between Company and Confidant, when, as, and if it is agreed, and subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect. (d) Confidant also agrees to limit disclosure of and access to the Company Confidential Information to any Third Party only those employees and representatives who are required to have access for the purpose of evaluating the possible business relationship or use it as necessary to comply with federal or any part thereof except in the performance of the Workstate securities laws. Contractor agrees Prior to limit providing such disclosure or access to Company Confidential Information to the Contractor Group and its Subcontractors who reasonably require such access for purposes of this Agreement. Contractor agrees to use its commercially reasonable efforts in requiring that its employees, agents, representatives and Subcontractors maintain Company Confidential Information in strict confidence. Contractor must not make nor permit the making of any copies, abstracts, derivatives or summaries of any Company Confidential Information, except in Confidant shall inform those receiving the performance of the Work. Upon completion of Work for Company, or at Company’s request, Contractor must return all Company Confidential Information (including, but not limited to, all copies, abstracts, derivatives and summaries)of its confidential nature.

Company Confidential Information. (a) Contractor agrees that all technical or business information (hereinafter “"Company Confidential Information”") that is disclosed to Contractor or its Subcontractors in connection with any Work hereunder by Company Group or Company’s other contractors, either orally or in writing, is to be treated as confidential and proprietary. Contractor agrees that Company Confidential Information will be maintained in strict confidence and not used or disclosed to Third Parties other than in performing Work for Company. The requirement to maintain information in strict confidence, however, shall not apply to any Company Confidential Information that: (i) is or becomes generally available to the public other than through a breach of this Agreement by Contractor; (ii) was in the possession of Contractor prior to the time it was acquired hereunder and was not acquired, directly or indirectly, from Company or its Affiliates or from others under an obligation of confidentiality; (iii) is independently made available as a matter of right to Contractor by a Third Party without obligations of confidentiality, provided that, to Contractor’s knowledge, such Third Party did not acquire such information directly or indirectly from Company or its Affiliates under an obligation of confidentiality; or (iv) is required by law to be divulged, provided that Contractor must notify Company prior to any disclosure, and must assist Company in minimizing the extent of disclosure. (b) Contractor shall not disclose Company Confidential Information to any Third Party or use it or any part thereof except in the performance of the Work. Contractor agrees to limit access to Company Confidential Information to the Contractor Group and its Subcontractors who reasonably require such access for purposes of this Agreement. Contractor agrees to use its commercially reasonable efforts in requiring that its employees, agents, representatives and Subcontractors maintain Company Confidential Information in strict confidence. Contractor must not make nor permit the making of any copies, abstracts, derivatives or summaries of any Company Confidential Information, except in the performance of the Work. Upon completion of Work for Company, or at Company’s request, Contractor must return all Company Confidential Information (including, but not limited to, all copies, abstracts, derivatives and summaries).