Common use of Confidential and/or Proprietary Information Clause in Contracts

Confidential and/or Proprietary Information. (A) “Confidential Information” and/or “Proprietary Information” (hereinafter referred to as “Proprietary Information”) shall, for the purpose of this Agreement, mean: (i) information, knowledge or data disclosed by Buyer to Seller, regardless of whether disclosed in written, tangible, oral, visual or other form, which is related to the subject of this Agreement; (ii) information, knowledge or data which was obtained from facility visits; and (iii) information, knowledge or data not specifically related to the subject of this Agreement but which is in written or other tangible form bearing a suitable legend identifying its proprietary or confidential nature or is otherwise identified as confidential or proprietary. In the event Buyer furnishes sample products, equipment, or other objects or material, including software, to Seller, the items so received and any information contained therein shall be treated as Proprietary Information disclosed to Seller under this Agreement. Furthermore, any and all information obtained or derived from said items, including results from testing, shall be treated as if they were Proprietary Information disclosed pursuant to this Agreement. All Proprietary Information disclosed in any documentary or tangible form, whether in written or electronic form may be marked “Proprietary” or “Confidential” and if the Information is not so identified, it will be considered Proprietary if by its very nature or the circumstances under which it is disclosed one would reasonably consider it to be Proprietary. Seller shall use Buyer’s Proprietary Information solely for the purposes of supporting the current business relationship with Xxxxx and not for any other purpose. Seller shall not disclose Buyer’s Proprietary Information to any third party without Xxxxx’s express written consent. Seller may disclose Xxxxx’s Proprietary Information to contract workers, consultants and agents of Seller who have a need to know and who have executed agreements with Seller obligating them to treat such information in a manner consistent with the terms of this Agreement. (B) Notwithstanding the foregoing provisions, this Agreement shall not restrict or affect Seller’s rights to use or disclose information: (1) which is or may hereafter be in the public domain through no fault of Seller; or (2) which Seller can show, as reflected by its written documents, that it was known to it prior to the disclosure by Buyer; or (3) which is disclosed to Seller by a third party, without restrictions similar to those herein imposed, subsequent to disclosure by Xxxxx; or (4) which Seller can show, as reflected by its documents, was independently developed by Seller without the use of the Proprietary Information.

Confidential and/or Proprietary Information. 9.1 The parties anticipate that under this Agreement it may be necessary for either to transfer to the other information of a confidential and/or proprietary nature (A"CONFIDENTIAL INFORMATION"). Confidential Information shall be clearly identified by the disclosing party at the time of disclosure either by being marked with a legend clearly indicating that it is confidential or proprietary and all oral information that is reduced to writing and is identified as being confidential or proprietary and such writing is given to the recipient within fifteen (15) “days of the date of the oral disclosure. Any information otherwise provided shall be deemed to not be confidential or proprietary. 9.2 Each of the parties agree that it will use the same efforts to protect such Confidential Information as are used to protect its own Confidential Information” and/or “Proprietary Information” . Disclosures of such Confidential Information shall be restricted to those individuals who are directly participating in the proposal and contracting efforts hereunder. 9.3 Neither party shall make any reproductions, disclosure or use of such Confidential Information except in performing its obligations under this Agreement and as are set forth in the proposal to the Customer, with appropriate restrictive legends to the extent that either party specifically requests, and such legends as are permitted by the Customer's regulations. 9.4 The limitations on reproduction, disclosure or use of Confidential Information shall not apply to, and neither party shall be liable for reproduction, disclosure or use of Confidential Information with respect to which any of the following conditions exist: (hereinafter referred a) If, prior to as “Proprietary Information”the receipt thereof under this Agreement, it has been developed independently by the party receiving it, or was lawfully known to the party receiving it, or has been lawfully received from other sources, including the Customer, provided such other source did not receive it due to a breach of this Agreement; (b) shallIf, for subsequent to the purpose receipt thereof under this Agreement, (i) it is published by the party furnishing it or is disclosed by the party furnishing it to others, including the Customer, without restriction, or (ii) it has been lawfully obtained by the party receiving it from other sources, including the Customer, provided such other source did not receive it due to a breach of this Agreement, mean: or (iiii) information, if such information otherwise comes within the public knowledge or data disclosed by Buyer becomes generally known to Seller, regardless the public; or (c) If any part of whether the Confidential Information has been or hereafter shall be disclosed in written, tangible, oral, visual or other form, which is related a United States patent issued to the subject party furnishing the Confidential Information hereunder, then, after the issuance of said patent, the limitations on such Confidential Information as disclosed in the patent shall be only that afforded by the United States Patent Laws. 9.5 Neither the execution and delivery of this Agreement; (ii) information, knowledge or data which was obtained from facility visits; and (iii) information, knowledge or data not specifically related nor the furnishing of any Confidential Information by either party shall be construed as granting to the subject of this Agreement but which is in written or other tangible form bearing a suitable legend identifying its proprietary or confidential nature or is otherwise identified as confidential or proprietary. In the event Buyer furnishes sample productsparty either expressly, equipmentby implication, estoppel, or other objects or material, including software, to Seller, the items so received and any information contained therein shall be treated as Proprietary Information disclosed to Seller under this Agreement. Furthermoreotherwise, any and all information obtained license under any invention, patent, trademark, or derived from said items, including results from testing, shall be treated as if they were Proprietary Information disclosed pursuant to this Agreement. All Proprietary Information disclosed in any documentary copyright now or tangible form, whether in written hereafter owned or electronic form may be marked “Proprietary” or “Confidential” and if controlled by the Information is not so identified, it will be considered Proprietary if by its very nature or party furnishing same. 9.6 Notwithstanding the circumstances under which it is disclosed one would reasonably consider it to be Proprietary. Seller shall use Buyer’s Proprietary Information solely for expiration of the purposes of supporting the current business relationship with Xxxxx and not for any other purpose. Seller shall not disclose Buyer’s Proprietary Information to any third party without Xxxxx’s express written consent. Seller may disclose Xxxxx’s Proprietary Information to contract workers, consultants and agents of Seller who have a need to know and who have executed agreements with Seller obligating them to treat such information in a manner consistent with the terms portions of this Agreement. , the obligations and provisions of this Article 9 shall continue until terminated by either party upon five (B5) Notwithstanding days written notice to the foregoing provisionsother; PROVIDED, this Agreement shall not restrict or affect Seller’s rights to use or disclose information: (1) which is or may hereafter be in the public domain through no fault of Seller; or (2) which Seller can show, as reflected by its written documentsHOWEVER, that it was known the terms and conditions of this Article shall continue to it apply to all Confidential Information disclosed prior to the disclosure by Buyer; or (3) which is disclosed to Seller by a third party, without restrictions similar to those herein imposed, subsequent to disclosure by Xxxxx; or (4) which Seller can show, as reflected by its documents, was independently developed by Seller without the use effective date of such termination. 9.7 Each of the Proprietary Informationparties shall identify a person responsible for receipt of Confidential Information subject to this Article.

Confidential and/or Proprietary Information. (A) “Confidential Information” and/or “Proprietary Information” (hereinafter referred to collectively as “Proprietary Information”) shall, for the purpose of this Agreementagreement, mean: (i) information, knowledge or data disclosed by Buyer to SellerSupplier, regardless of whether disclosed in written, tangible, oral, visual or other form, which is related to the subject of this Agreement; form and (ii) information, knowledge or data which was obtained from facility visits; and (iii) information, knowledge or data not specifically related to the subject of this Agreement but which is in written or other tangible form bearing a suitable legend identifying its proprietary or confidential nature or is otherwise identified as confidential or proprietary. In the event Buyer furnishes sample products, equipment, or other objects or material, including software, to SellerSupplier, the items so received and any information contained therein shall be treated as Proprietary Information disclosed to Seller Supplier under this Agreementagreement. Furthermore, any and all information obtained or derived from said items, including results from testing, shall be treated as if they were Proprietary Information disclosed pursuant to this Agreementagreement. All Proprietary Information disclosed in any documentary or tangible form, whether in written or electronic form may be marked “Proprietary” or “Confidential” and if the Proprietary Information is not so identified, it will be considered Proprietary proprietary if by its very nature or the circumstances under which it is disclosed one would reasonably consider it to be Proprietaryproprietary. Seller Supplier shall use Buyer’s Proprietary Information solely for the purposes of supporting the current business relationship with Xxxxx and not for any other purpose. Seller Supplier shall not disclose Buyer’s Proprietary Information to any third party without Xxxxx’s express written consent. Seller Supplier may disclose XxxxxBuyer’s Proprietary Information to contract workers, consultants and agents of Seller Supplier who have a need to know and who have executed agreements with Seller Supplier obligating them to treat such information in a manner consistent with the terms of this Agreementagreement. Supplier shall not (a) sell Buyer parts or components incorporating or containing Buyer Proprietary Information to any third party, or (b) sell any goods to any third party which have been produced using Buyer Proprietary Information. (B) Notwithstanding the foregoing provisions, this Agreement agreement shall not restrict or affect SellerSupplier’s rights to use or disclose information: (1) which is or may hereafter be in the public domain through no fault of SellerSupplier; or (2) which Seller Supplier can show, as reflected by its written documents, that it was known to it prior to the disclosure by Buyer; or (3) which is disclosed to Seller Supplier by a third party, without restrictions similar to those herein imposed, subsequent to disclosure by Xxxxx; or (4) which Seller Supplier can show, as reflected by its documents, was independently developed by Seller Supplier without the use of the Proprietary Information.

Confidential and/or Proprietary Information. (A) “Confidential Information” and/or “Proprietary Information” (hereinafter referred to collectively as “Proprietary Information”) shall, for the purpose of this Agreementagreement, mean: (i) information, knowledge or data disclosed by Buyer to Seller, including, without limitation, all drawings, prints, specifications, professes, manufacturing techniques, and schedules, regardless of whether disclosed in written, tangible, oral, visual or other form, which is related to the subject of this Agreement; (ii) information, knowledge or data which was obtained from facility visits; and (iii) information, knowledge or data not specifically related to the subject of this Agreement but which is in written or other tangible form bearing a suitable legend identifying its proprietary or confidential nature or is otherwise identified as confidential or proprietary. In the event Buyer furnishes sample products, equipment, or other objects or material, including software, to Seller, the items so received received, and any information contained therein shall be treated as Proprietary Information disclosed to Seller under this Agreementagreement. Furthermore, any and all information obtained or derived from said items, including results from testing, shall be treated as if they were Proprietary Information disclosed pursuant to this Agreementagreement. All Proprietary Information disclosed in any documentary or tangible form, whether in written or electronic form may be marked “Proprietary” or “Confidential” and if the Proprietary Information is not so identified, it will be considered Proprietary proprietary if by its very nature or the circumstances under which it is disclosed one would reasonably consider it to be Proprietaryproprietary. Seller shall use Buyer’s Proprietary Information solely for the purposes of supporting the current business relationship with Xxxxx and not for any other purpose. Seller shall not disclose Buyer’s Proprietary Information to any third party without Xxxxx’s express written consent. Seller may disclose Xxxxx’s Proprietary Information to contract workers, consultants and agents of Seller who have a need to know and who have executed agreements with Seller obligating them to treat such information in a manner consistent with the terms of this Agreementagreement. Seller shall not (a) sell Buyer parts or components incorporating or containing Buyer Proprietary Information to any third party, or (b) sell any goods to any third party which have been produced using Buyer Proprietary Information. (B) Notwithstanding the foregoing provisions, this Agreement agreement shall not restrict or affect Seller’s rights to use or disclose information: (1) which is or may hereafter be in the public domain through no fault of Seller; or (2) which Seller can show, as reflected by its written documents, that it was known to it prior to the disclosure by Buyer; or (3) which is disclosed to Seller by a third party, without restrictions similar to those herein imposed, subsequent to disclosure by Xxxxx; or (4) which Seller can show, as reflected by its documents, was independently developed by Seller without the use of the Proprietary Information.

Confidential and/or Proprietary Information. (A) “Confidential Information” and/or “Proprietary Information” (hereinafter referred to as “Proprietary Information”) shall, for the purpose of this Agreement, mean: (i) information, knowledge or data disclosed by Buyer to Seller, regardless of whether disclosed in written, tangible, oral, visual or other form, which is related to the subject of this Agreement; (ii) information, knowledge or data which was obtained from facility visits; and (iii) information, knowledge or data not specifically related to the subject of this Agreement but which is in written or other tangible form bearing a suitable legend identifying its proprietary or confidential nature or is otherwise identified as confidential or proprietary. In the event Buyer furnishes sample products, equipment, or other objects or material, including software, to Seller, the items so received and any information contained therein shall be treated as Proprietary Information disclosed to Seller under this Agreement. Furthermore, any and all information obtained or derived from said items, including results from testing, shall be treated as if they were Proprietary Information disclosed pursuant to this Agreement. All Proprietary Information disclosed in any documentary or tangible form, whether in written or electronic form may be marked “Proprietary” or “Confidential” and if the Information is not so identified, it will be considered Proprietary if by its very nature or the circumstances under which it is disclosed one would reasonably consider it to be Proprietary. Seller shall use Buyer’s Proprietary Information solely for the purposes of supporting the current business relationship with Xxxxx Buyer and not for any other purpose. Seller shall not disclose Buyer’s Proprietary Information to any third party without XxxxxBuyer’s express written consent. Seller may disclose XxxxxBuyer’s Proprietary Information to contract workers, consultants and agents of Seller who have a need to know and who have executed agreements with Seller obligating them to treat such information in a manner consistent with the terms of this Agreement. (B) Notwithstanding the foregoing provisions, this Agreement shall not restrict or affect Seller’s rights to use or disclose information: (1) which is or may hereafter be in the public domain through no fault of Seller; or (2) which Seller can show, as reflected by its written documents, that it was known to it prior to the disclosure by Buyer; or (3) which is disclosed to Seller by a third party, without restrictions similar to those herein imposed, subsequent to disclosure by XxxxxBuyer; or (4) which Seller can show, as reflected by its documents, was independently developed by Seller without the use of the Proprietary Information.