Common use of Confidential Information and Data Protection Clause in Contracts

Confidential Information and Data Protection. HOW WE BOTH DEAL WITH CONFIDENTIAL INFORMATION 10.1. Each Party agrees to: 10.1.1. keep Confidential Information private and secret; 10.1.2. destroy all Confidential Information that is no longer required, subject to the Rules; 10.1.3. keep all systems and media containing Confidential Information, whether physical or electronic, in a secure manner aligned to industry standards, to prevent access by or disclosure to anyone other than their authorised employees and third-party service providers; 10.1.4. treat information as Confidential Information if it is uncertain about whether the information is confidential or not. 10.2. You agree to treat all information received from or relating to a Customer as confidential and not to use the information for purposes other than as required in terms of the Merchant Agreement. 10.3. You agree not to use any Confidential Information for your own or anyone else’s benefit and where you assist us in obtaining Customer Personal Information you agree to ensure that the Personal Information is complete, accurate, not misleading and updated where necessary, taking into account the purposes for which it was collected. 10.4. You agree to only share the Confidential Information and Data with your employees and/or third-party service providers as is necessary to perform its obligations under the Merchant Agreement; and bind those parties to written confidentiality obligations before releasing any Confidential Information. Such confidentiality obligations shall be the same as, or similar to the obligations contained in this clause. 10.5. The confidentiality obligations will not apply in the following circumstances, if the Confidential Information: 10.5.1. at the time of disclosure, is or has become generally available and known by the public, other than by the negligence or breach of the Merchant Agreement; 10.5.2. has lawfully become known by or comes into the possession of a Party; 10.5.3. disclosure is required by Law; 10.5.4. was developed for a Party at any time independently of any information disclosed by the other Party; or 10.5.5. is disclosed by a Party with the prior written approval of an authorised representative of the other Party; provided that the responsibility to prove that the confidentiality provisions do not apply falls on the Party making the claim. 10.6. Should you be required by Law to disclose any Confidential Information belonging to us then you must: 10.6.1. inform us in writing prior to any disclosure, provided that there is no restriction on the notice; 10.6.2. limit any disclosure to the minimum to satisfy its legal obligations; and 10.6.3. afford us an opportunity to intervene, if possible. 10.6.4. The Parties' obligations of confidentiality under the Merchant Agreement will continue to apply even after the Merchant Agreement is terminated.

Confidential Information and Data Protection. HOW WE BOTH DEAL WITH CONFIDENTIAL INFORMATION 10.18.1 The Parties acknowledge that there may be disclosure of each other's Information to the other. Each Party agrees to: 10.1.1. keep Confidential Information private (the “Receiving Party”) shall treat any and secret; 10.1.2. destroy all Confidential Information that is no longer required, subject it receives from the other Party (the “Disclosing Party”) under this Agreement as strictly confidential and shall not disclose the same to any Third Party or use it except in connection with the purpose of performing its obligations or exercising its rights under this Agreement without the prior written consent of the Disclosing Party. Each Party solely owns its Confidential Information. In consideration of the Disclosing Party making available Confidential Information to the RulesReceiving Party, the Receiving Party undertakes that it shall, and shall procure that each of its Permitted Recipients, shall: 8.1.1 treat and safeguard as private and confidential all the Confidential Information; 10.1.3. keep all systems and media containing Confidential Information, whether physical or electronic, in a secure manner aligned to industry standards, to prevent access by or disclosure to anyone other than their authorised employees and third-party service providers; 10.1.4. treat information as 8.1.2 use the Confidential Information if it is uncertain about whether only for those purposes reasonably required or anticipated under this Agreement and without prejudice to the information is confidential or not. 10.2. You agree to treat all information received from or relating to a Customer as confidential and not to use the information for purposes other than as required in terms generality of the Merchant Agreement. 10.3. You agree foregoing, not to use any Confidential Information for your to obtain any commercial advantage over the Disclosing Party or to use the Confidential Information to compete with Disclosing Party in any way, and shall not use any of the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Disclosing Party’s Confidential Information to apply for, secure or perfect any Intellectual Property Rights; 8.1.3 ensure the proper and secure storage of all Confidential Information applying standards of due care reasonably expected and no less stringent than standards applied to protection of Receiving Party's own Confidential Information; 8.1.4 not at any time without the Disclosing Party’s prior written consent disclose or anyone else’s benefit reveal, whether directly or indirectly any of the Confidential Information to any person whatsoever save its Permitted Recipients, and where you assist us in obtaining Customer Personal Information you agree then on a limited need to ensure that know basis, who shall be informed by it of the Personal Information is complete, accurate, not misleading and updated where necessary, taking into account the purposes for which it was collected. 10.4. You agree to only share confidential nature of the Confidential Information and Data with your employees and/or third-party service providers as is necessary to perform its obligations under the Merchant Agreement; and bind those parties to written confidentiality obligations before releasing any Confidential Information. Such confidentiality obligations who shall be the same as, or subject to and bound by substantially similar to the written obligations contained of confidentiality as those provided for in this clauseAgreement, and for whom it hereby accepts full responsibility in the event that any such person shall breach the duty of confidence imposed upon them; and 8.1.5 not at any time have any discussion, correspondence or contact with any Third Party concerning the Confidential Information without the prior written consent of the Disclosing Party. 10.5. 8.2 The confidentiality obligations will in this Agreement do not apply in the following circumstances, if the Confidential to Information: 10.5.1. 8.2.1 which, at the time of its disclosure by the Disclosing Party, is available to the public; 8.2.2 which becomes generally available to the public after such disclosure otherwise than by reason of a breach of any of the undertakings in this Agreement or any breaches of confidence by the Receiving Party or any Permitted Recipients; 8.2.3 which is, at the time of such first disclosure and as evidenced by the Receiving Party's written records, lawfully already within its possession without any breach of any confidentiality undertaking; 8.2.4 which is provided to a Receiving Party by a Third Party which is lawfully in possession of such Information without any breach of any confidentiality undertakings, as evidenced by Receiving Party’s written records, or 8.2.5 which is developed by or on behalf of the Receiving Party independently of the Disclosing Party’s Confidential Information as evidenced by the Receiving Party's written records. 8.3 A Receiving Party may disclose that portion of the Confidential Information of the Disclosing Party to the extent that the Receiving Party (or any of its Permitted Recipients) is compelled to disclose such Confidential Information by law, rule, regulation, court of competent jurisdiction or by any stock exchange or other regulatory authority having jurisdiction over it or them (but, for the avoidance of doubt, only to that extent); provided that prior to making such compelled disclosure, is the Receiving Party notifies the Disclosing Party in advance in writing and gives the Disclosing Party an opportunity to challenge, limit or seek to obtain a protective order and/or confidential treatment of such compelled disclosure. 8.4 Other than the limited and restricted rights of use set out in this Section 8 nothing in this Agreement intends to or has become generally available and known by the publiceffect of granting any right, other than by title, licence or interest in or to the negligence or breach Receiving Party in respect of the Merchant Disclosing Party's Confidential Information or Intellectual Property Rights – except for the assignment of rights and grants of licenses under Section 9 of this Agreement;. 10.5.2. has lawfully become known by 8.5 Except as otherwise provided for in this Agreement or comes into the possession of a Party; 10.5.3. disclosure is otherwise required by Law; 10.5.4. was developed for a law or administrative authorities, neither ImmunoCellular nor PharmaCell shall disclose any terms or conditions of the Agreement to any Third Party at any time independently of any information disclosed by the other Party; or 10.5.5. is disclosed by a Party with without the prior written approval consent of an authorised representative the other Party other than, on a strictly need to know basis, for the purpose of obtaining [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. financing or other major corporate transaction, or in the case of ImmunoCellular, in connection with entering into or fulfilling obligations under any licence or agreement relating to the exploitation of Product, to the extent required in connection with such transaction or purpose. Without limiting the foregoing, upon prior written notice to PharmaCell, ImmunoCellular shall also have the right to disclose Confidential Information of PharmaCell to patent offices in order for ImmunoCellular to exercise its rights under Section 9, and to Government Competent Authorities. 8.6 Upon termination of this Agreement or at the request of the Disclosing Party, each Party shall promptly return to the other, at the other’s request, any and all Confidential Information of the other (including copies of documents, computer records and records on all other media) then in its possession or under its control except where such Confidential Information is covered under surviving assignments and licence rights between the Parties. Each Party may retain one (1) copy of the other Party; provided that ’s Confidential Information in a secure location for the responsibility sole purposes of legal and regulatory compliance and to prove that the confidentiality provisions do not apply falls on the Party making the claimmonitor its ongoing obligations hereunder. 10.68.7 PharmaCell shall comply with all applicable data protection and privacy laws when performing its Services under this Agreement. Should you be required by Law In particular, PharmaCell shall adequately protect any patient data that may become accessible to disclose any Confidential Information belonging to us then you must: 10.6.1. inform us in writing prior PharmaCell against disclosure to any disclosure, provided Third Party and shall use such data only for the provision of its Services hereunder and for no other purpose. All personal data that there is no restriction on the notice; 10.6.2longer required for PharmaCell’s performance of its obligations under this Agreement shall be deleted or returned to ImmunoCellular, as requested by ImmunoCellular. limit PharmaCell shall immediately report any disclosure violation of data protection or privacy laws identified by PharmaCell to the minimum to satisfy its legal obligations; and 10.6.3. afford us an opportunity to intervene, if possibleImmunoCellular. 10.6.4. The Parties' obligations of confidentiality under the Merchant Agreement will continue to apply even after the Merchant Agreement is terminated.

Confidential Information and Data Protection. HOW WE BOTH DEAL WITH CONFIDENTIAL INFORMATION 10.1. Each Party agrees to: 10.1.1. keep 10.1 Subject to clause 10.3 and clause 13, each party shall maintain the confidentiality of Confidential Information private disclosed by the other party, and secret; 10.1.2. destroy all Confidential Information that is no longer required, subject neither party shall disclose such information to the Rules; 10.1.3. keep all systems and media containing Confidential Information, whether physical or electronic, in a secure manner aligned to industry standards, to prevent access by or disclosure to anyone any person other than those employees or directors of their authorised employees own organisations and third-party service providers; 10.1.4. treat information as Confidential Information if it is uncertain about whether affiliates who need to know the information is confidential or not. 10.2. You agree to treat all information received from or relating to a Customer as confidential and not in order to use the information for purposes Service (or, in the case of Meritec Limited, in order to operate and develop the Service). 10.2 Subject to clause 10.3 and clause 13, each party shall store and manage Confidential Materials with due care and skill, and neither party shall transfer or provide Confidential Materials to third parties nor allow persons other than as required in terms employees or directors of the Merchant Agreementtheir own organisation and affiliates to view or otherwise access such Confidential Materials. 10.3. You agree not to use any 10.3 Each party may disclose or provide the other party’s Confidential Information for your own or anyone else’s benefit and where you assist us in obtaining Customer Personal Information you agree Confidential Material to ensure that the Personal Information is complete, accurate, not misleading and updated where necessary, taking into account the purposes for which it was collected. 10.4. You agree to only share the Confidential Information and Data with your employees and/or third-party service providers as is necessary to perform its obligations under the Merchant Agreement; and bind those relevant third parties to written confidentiality obligations before releasing any Confidential Information. Such confidentiality obligations shall be the same as, or similar to the obligations contained in this clause. 10.5. The confidentiality obligations will not apply in the following circumstances, if the Confidential Information: 10.5.1. at the time of disclosure, is or has become generally available and known 10.3.1 When compelled to by the public, other than by the negligence or breach of the Merchant Agreementlaw; 10.5.2. 10.3.2 Where information is provided to a person with a legal obligation of confidentiality; and 10.3.3 When either party commissions work relating to the Service to a third party and that third party has lawfully become known by or comes into an obligation of confidentiality equivalent to the possession obligation of a Party;confidentiality in this clause 10. 10.5.3. disclosure is required by Law; 10.5.4. was developed for a Party at any time independently of any information 10.4 Each party shall only use Confidential Information disclosed by the other Party; orparty for purposes related to the Service, and shall not use such information for any other purpose. 10.5.5. is disclosed 10.5 Each party may duplicate Confidential Materials to the extent necessary in order to use the Service. 10.6 Each party must, without delay, destroy, erase or return to the other party all Confidential Materials (including any duplicates) if requested to do so by a Party the other party upon termination of the Agreement. 10.7 Each party must ensure that any employees or directors in their own organisation and affiliates who come to know the other party’s Confidential Information to comply with the prior written approval content of an authorised representative this clause 10. 10.8 Meritec Limited shall not access the Customer Content without the Customer’s consent and acknowledges that the Customer Content remains the property of the other Party; provided Customer. If consent is given, the parties agree that Meritec Limited will act as Data Processor in relation to any Personal Data contained in the responsibility Customer Content and the Customer will be the Data Controller. Meritec Limited will only process such Personal Data in strict accordance with the instructions of the Customer and will ensure that all Customer Personal Data will be protected in accordance with the standards imposed by the General Data Protection Regulation. The terms Data Processor, Personal Data and Data Controller shall have the meanings ascribed to prove that them and the confidentiality provisions do not apply falls on parties will comply with the Party making the claimData Protection legislation. 10.6. Should you be required by Law to disclose any Confidential Information belonging to us then you must: 10.6.1. inform us 10.9 The conditions in writing prior to any disclosure, provided that there is no restriction on the notice; 10.6.2. limit any disclosure to the minimum to satisfy its legal obligations; and 10.6.3. afford us an opportunity to intervene, if possible. 10.6.4. The Parties' obligations of confidentiality under the Merchant Agreement will continue to apply this clause 10 shall remain in effect even after the Merchant Agreement is terminatedtermination of this Agreement.

Confidential Information and Data Protection. HOW WE BOTH DEAL WITH CONFIDENTIAL INFORMATION 10.113.1. Each All Data, Intellectual Property, Charges, material and information disclosed by either Party agrees to the other Party, or which comes into either Party’s possession, or becomes known to either Party, or to which either Party may be exposed to, during the course of the Merchant Agreement, including the Merchant Agreement, shall constitute confidential information (“Confidential Information”). 13.2. The Parties agree to: 10.1.113.2.1. keep Confidential Information private and secretsecret and only use Confidential Information to perform its obligations under the Merchant Agreement or with the written consent of the other Party; 10.1.213.2.2. destroy all Confidential Information that is no longer required, subject to the Rules; 10.1.313.2.3. only share the Confidential Information and Data with its employees and/or Third-Party Service Providers as is necessary to perform its obligations under the Merchant Agreement and bind those parties to written confidentiality obligations before releasing any Confidential Information, which confidentiality obligations shall be the same as, or similar to the obligations contained in this clause; 13.2.4. keep all systems and media containing Confidential Information, whether physical or electronic, in a secure manner aligned to industry standardsmanner, to prevent access by or disclosure to anyone other than their your authorised employees and thirdemployees, Third-party service providersParty Service Provider or us; 10.1.413.2.5. treat information as Confidential Information if it is uncertain about whether the information is confidential or not. 10.213.3. You agree to treat all information received from or relating to a Customer as confidential and not to use the information for purposes other than as required in terms of the Merchant Agreement. 10.313.4. You agree not to use any Confidential Information for your own or anyone else’s benefit and where you assist us in obtaining Customer Personal Information you agree to ensure that the Personal Information is complete, accurate, not misleading and updated where necessary, taking into account the purposes for which it was collectedbenefit. 10.4. You agree to only share the Confidential Information and Data with your employees and/or third-party service providers as is necessary to perform its obligations under the Merchant Agreement; and bind those parties to written confidentiality obligations before releasing any Confidential Information. Such confidentiality obligations shall be the same as, or similar to the obligations contained in this clause. 10.513.5. The confidentiality obligations will not apply in the following circumstances, if : 13.5.1. If the Confidential Information: 10.5.113.5.1.1. at the time of disclosure, is or has become generally available and known by the public, other than by the negligence or breach of the Merchant Agreement; 10.5.213.5.1.2. has lawfully become known by or comes into the possession of a Partyparty; 10.5.313.5.1.3. disclosure is required by Lawlaw; 10.5.413.5.1.4. was developed for a Party party at any time independently of any information disclosed by the other Partyparty; or 10.5.513.5.1.5. is disclosed by a Party party with the prior written approval of an authorised representative of the other Partyparty; provided that the responsibility to prove that the confidentiality provisions do not apply falls on the Party making the claim. 10.613.6. Should you either Party be required by Law law to disclose any Confidential Information belonging to us then you mustthat Party will: 10.6.113.6.1. inform us the other Party in writing prior to any disclosure, provided that there is no restriction on the notice; 10.6.213.6.2. limit any disclosure to the minimum to satisfy its legal obligations; and 10.6.313.6.3. afford us the other Party an opportunity to intervene, if possible. 10.6.413.7. The Parties' obligations of confidentiality under the Merchant Agreement will continue to apply even after the Merchant Agreement is terminated.