Common use of CONFIDENTIAL AND PROPRIETARY Clause in Contracts

CONFIDENTIAL AND PROPRIETARY. Person shall deliver to the Lessee a written notice waiving the benefits of the indemnification of such Indemnified Person provided by this Section 11 in connection with such claim, action, proceeding or suit. Notwithstanding the foregoing, if (i) any criminal proceeding is brought against an Indemnified Person, (ii) the claim, action, proceeding or suit seeks damages of more than $10,000,000 or material non-monetary civil liability or penalty, or (iii) independent counsel to an Indemnified Person shall advise such Indemnified Person in writing that there may be a conflict of interest or defenses available to the Indemnified Person which are different from, or additional to, and may conflict with those available to the Lessee, the Lessee shall not have the right to assume the defense of any such action on behalf of the Indemnified Person if such Indemnified Person chooses to defend such action, and all reasonable costs, expenses and attorneys' fees incurred by the Indemnified Person in defending such action, including any damages or any settlement amount, shall be borne by the Lessee. Notwithstanding the assumption of its defense by the Lessee pursuant to this paragraph, any Indemnified Person shall have the right to employ separate counsel and to participate in its defense, but the fees and expenses of such counsel shall be borne by the Indemnified Person. In addition, the Lessee will not be liable for any settlement of any claim, action, proceeding or suit unless the Lessee has consented thereto in writing (which consent shall not be unreasonably withheld or delayed). Any decision by an Indemnified Person to employ its own counsel rather than counsel selected by the Lessee (whether or not at the Lessee's expense) shall in no way affect any rights of such Indemnified Person otherwise arising under this Section 11.

CONFIDENTIAL AND PROPRIETARY. Person shall deliver INFORMATION Licensee hereby acknowledges that the Licensed Software contains confidential and proprietary information belonging exclusively to Licensor or such third party as may be identified on the Lessee a written notice waiving the benefits of the indemnification of such Indemnified Person provided by this Section 11 in connection with such claim, action, proceeding Licensed Software or suitapplicable Documentation ("Confidential & Proprietary Information"). Notwithstanding the foregoing, if Confidential & Proprietary Information does not include: (i) information already known or independently developed by the Licensee outside the scope of this relationship by personnel not having access to any criminal proceeding is brought against an Indemnified Person, Confidential & Proprietary Information; (ii) information in the claim, action, proceeding or suit seeks damages public domain through no wrongful act of more than $10,000,000 or material non-monetary civil liability or penaltythe Licensee, or (iii) independent counsel information received by the Licensee from a third party who was free to an Indemnified Person disclose it. With respect to the Confidential & Proprietary Information, and except as expressly authorized herein, the Licensee hereby agrees that during the Term and at all times thereafter it shall advise not use, commercialize or disclose such Indemnified Person Confidential & Proprietary Information to any person or entity, except to its own agents, employees or third parties having a "need to know" (and who themselves are bound by similar nondisclosure restrictions); provided that all such recipients shall have first executed a confidentiality agreement containing substantially similar terms . Neither the Licensee nor any recipient shall: (i) alter or remove from any Licensed Product or associated Documentation any proprietary, copyright, trademark or trade secret legend, or (ii) attempt to decompile, disassemble or reverse engineer the Licensed Product or other Confidential & Proprietary Information (and any information derived in writing violation of such covenant shall automatically be deemed Confidential & Proprietary Information owned exclusively by Licensor) except in accordance with the terms of the Software Source Code License Agreement of even date herewith. The Licensee and its personnel shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information as it uses in safeguarding its own confidential information, but in no event shall less than due diligence and care be exercised. Upon termination, Licensee shall return or destroy all Confidential & Proprietary Information in its possession or control and cease all further use thereof. Licensee acknowledges that there may violation of the provisions of this Section would cause irreparable harm to Licensor not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be a conflict of interest or defenses available to the Indemnified Person which are different from, prevent any actual or additional to, and may conflict with those available to the Lessee, the Lessee shall not have the right to assume the defense of any such action on behalf of the Indemnified Person if such Indemnified Person chooses to defend such action, and all reasonable costs, expenses and attorneys' fees incurred by the Indemnified Person in defending such action, including any damages or any settlement amount, shall be borne by the Lessee. Notwithstanding the assumption of its defense by the Lessee pursuant to this paragraph, any Indemnified Person shall have the right to employ separate counsel and to participate in its defense, but the fees and expenses threatened violation of such counsel shall be borne by the Indemnified Person. In addition, the Lessee will not be liable for any settlement of any claim, action, proceeding or suit unless the Lessee has consented thereto in writing (which consent shall not be unreasonably withheld or delayed). Any decision by an Indemnified Person to employ its own counsel rather than counsel selected by the Lessee (whether or not at the Lessee's expense) shall in no way affect any rights of such Indemnified Person otherwise arising under this Section 11provisions.

CONFIDENTIAL AND PROPRIETARY. Person shall deliver INFORMATION Licensee hereby acknowledges that the Licensed Software (including any Modifications) contains confidential and proprietary information belonging exclusively to Licensor or such third party as may be identified on the Lessee a written notice waiving the benefits of the indemnification of such Indemnified Person provided by this Section 11 in connection with such claim, action, proceeding Licensed Software or suitapplicable Documentation ("Confidential & Proprietary Information"). Notwithstanding the foregoing, if Confidential & Proprietary Information does not include: (i) information already known or independently developed by the Licensee outside the scope of this relationship by personnel not having access to any criminal proceeding is brought against an Indemnified Person, Confidential & Proprietary Information; (ii) information in the claim, action, proceeding or suit seeks damages public domain through no wrongful act of more than $10,000,000 or material non-monetary civil liability or penaltythe Licensee, or (iii) independent counsel information received by the Licensee from a third party who was free to an Indemnified Person disclose it. With respect to the Confidential & Proprietary Information, and except as expressly authorized herein, the Licensee hereby agrees that during the Term and at all times thereafter it shall advise not use, commercialize or disclose such Indemnified Person Confidential & Proprietary Information to any person or entity, except to its own agents, employees or third parties having a "need to know" (and who themselves are bound by similar nondisclosure restrictions); provided that all such recipients shall have first executed a confidentiality agreement containing substantially similar terms. Neither the Licensee nor any recipient shall: (i) alter or remove from any Licensed Product or associated Documentation any proprietary, copyright, trademark or trade secret legend, or (ii) attempt to decompile, disassemble or reverse engineer the Licensed Product or other Confidential & Proprietary Information (and any information derived in writing violation of such covenant shall automatically be deemed Confidential & Proprietary Information owned exclusively by Licensor). The Licensee and its personnel shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information as it uses in safeguarding its own confidential information, but in no event shall less than due diligence and care be exercised. Upon termination, Licensee shall return or destroy all Confidential & Proprietary Information in its possession or control and cease all further use thereof. Licensee acknowledges that there may violation of the provisions of this Section would cause irreparable harm to Licensor not Licensor's Initials:_______ page 3 of 9 pages Licensee's Initials:______ adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be a conflict of interest or defenses available to the Indemnified Person which are different from, prevent any actual or additional to, and may conflict with those available to the Lessee, the Lessee shall not have the right to assume the defense of any such action on behalf of the Indemnified Person if such Indemnified Person chooses to defend such action, and all reasonable costs, expenses and attorneys' fees incurred by the Indemnified Person in defending such action, including any damages or any settlement amount, shall be borne by the Lessee. Notwithstanding the assumption of its defense by the Lessee pursuant to this paragraph, any Indemnified Person shall have the right to employ separate counsel and to participate in its defense, but the fees and expenses threatened violation of such counsel shall be borne by the Indemnified Person. In addition, the Lessee will not be liable for any settlement of any claim, action, proceeding or suit unless the Lessee has consented thereto in writing (which consent shall not be unreasonably withheld or delayed). Any decision by an Indemnified Person to employ its own counsel rather than counsel selected by the Lessee (whether or not at the Lessee's expense) shall in no way affect any rights of such Indemnified Person otherwise arising under this Section 11provisions.

CONFIDENTIAL AND PROPRIETARY. Person shall deliver INFORMATION: During the performance of this Agreement certain technical and cost information will be disclosed by one party (“Disclosing Party”) to the Lessee other party (“Receiving Party”) and will be deemed proprietary if marked with a written notice waiving conspicuous legend identifying it as proprietary or confidential information (“Confidential Information”). The Receiving Party will use not less than (a) known to the benefits Receiving Party prior to receipt of such information from the Disclosing Party; (b) independently developed by the Receiving Party without the benefit or use of the indemnification Confidential Information furnished by the Disclosing Party; (c) obtained from a third party who to the knowledge of the Receiving Party received the Confidential Information without any restriction on its further disclosure; (d) publicly known through no breach of this Agreement; (e) disclosed by the Disclosing Party to a third party without restriction; or (f) obligated to be disclosed pursuant to applicable law, regulation or legal process, provided that the Receiving Party will give the Disclosing Party advance notice and will provide reasonable assistance at the Disclosing Party’s expense in contesting such Indemnified Person provided legal process if requested by this Section 11 in connection with such claim, action, proceeding or suitthe Disclosing Party. Notwithstanding The Receiving Party will protect from unauthorized disclosure any Confidential Information made available by the foregoing, if (i) any criminal proceeding is brought against an Indemnified Person, (ii) the claim, action, proceeding or suit seeks damages of more than $10,000,000 or material non-monetary civil liability or penaltyDisclosing Party, or (iii) independent counsel that the Receiving Party has access to an Indemnified Person shall advise such Indemnified Person in writing by virtue of the provisions of this Agreement that there may be a conflict of interest or defenses available are not intended for public disclosure. The materials and information provided to the Indemnified Person which Receiving Party by Disclosing Party or that the Receiving Party had access to in completing work under this Agreement, are different fromthe exclusive property of Disclosing Party. Upon completion or termination of this Agreement and/or individual SOW(s), the Receiving Party will return all Confidential Information (copies included) that were provided to the Receiving Party by Disclosing Party. This Section will survive termination of this Agreement for a period of three (3) years. Vendor will not reveal, disseminate to, or additional touse Company’s proprietary information for any third party in any manner whatsoever. This includes data, and may conflict with those available to the Lesseeinformation, the Lessee shall not have the right to assume the defense of any such action on behalf of the Indemnified Person if such Indemnified Person chooses to defend such actiondatabases, and all reasonable costsinventions, expenses and attorneys' fees incurred by the Indemnified Person in defending such actionbusiness strategy, including any damages project bidding, proposal procedures, document formats, creative approaches or any settlement amountother internal policies or procedures. Any data, shall information, databases, specifications, drawings, sketches, out takes, audio material, data, reports, work product, or other technical or business information or materials (hereinafter called "Materials") furnished or disclosed by Company or developed by Vendor specifically for this Agreement are the property of and will be borne by deemed confidential to Company and will be returned to Company at the Lesseeexpiration or termination of this Agreement. Notwithstanding the assumption Vendor will obligate each of its defense by employees, agents and subcontractors to keep such Materials confidential in accordance with the Lessee pursuant to this paragraph, any Indemnified Person shall have the right to employ separate counsel and to participate in its defense, but the fees and expenses of such counsel shall be borne by the Indemnified Person. In addition, the Lessee will not be liable for any settlement of any claim, action, proceeding or suit unless the Lessee has consented thereto in writing (which consent shall not be unreasonably withheld or delayed). Any decision by an Indemnified Person to employ its own counsel rather than counsel selected by the Lessee (whether or not at the Lessee's expense) shall in no way affect any rights of such Indemnified Person otherwise arising under this Section 11foregoing requirements.