Common use of Confidential Information and Disclosure Clause in Contracts

Confidential Information and Disclosure. During the term of this Agreement, any Party (“Disclosing Party”) may disclose confidential, proprietary or trade secret information (the “Information”), to another Party (“Receiving Party”). All such Information made available in a tangible medium of expression (such as, without limitation, on paper or by means of magnetic tapes, magnetic disks or other computer media) shall be marked in a prominent location to indicate that it is the confidential, proprietary and trade secret information of Disclosing Party at the time of disclosure to Receiving Party. Receiving Party shall hold Disclosing Party’s Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Receiving Party shall not attempt to reverse engineer or in any manner create any product or information which is similar in appearance to or based on the Information provided by Disclosing Party. Receiving Party shall not disclose Disclosing Party’s Information to any person other than Receiving Party’s employees, agents, contractors and subcontractors who have a need to know in connection with this Agreement. Receiving Party’s confidentiality obligations hereunder shall not apply to any portion of Disclosing Party’s Information which: (a) Has become a matter of public knowledge other than through an act or omission of Receiving Party; (b) Has been made known to Receiving Party by a third party in accordance with such third party’s legal rights without any restriction on disclosure; (c) Was in the possession of Receiving Party prior to the disclosure of such Information by Disclosing Party and was not acquired directly or indirectly from the other Party or any person or entity in a relationship of trust and confidence with the other Party with respect to such Information; (d) Receiving Party is required by law to disclose; or (e) Has been independently developed by Receiving Party from information not defined as "Information" in this Agreement, as evidenced by Receiving Party's written records. Receiving Party shall return or destroy Disclosing Party’s Information (including all copies thereof) to Disclosing Party promptly upon the earliest of any termination of this Agreement or the Disclosing Party’s written request. Notwithstanding the foregoing, Receiving Party may retain one copy of such Information solely for archival purposes, subject to the confidentiality provisions of this Agreement. The parties understand that each Party is a public entity and is subject to the laws that may compel either to disclose information about the other’s business.

Confidential Information and Disclosure. During the term of this Agreement, any Party either party (“Disclosing Party”) may disclose confidential, proprietary or trade secret information (the “Information”), to another Party the other party (“Receiving Party”). All such Information made available in a tangible medium of expression (such as, without limitation, on paper or by means of magnetic tapes, magnetic disks or other computer media) shall be marked in a prominent location to indicate that it is the confidential, proprietary and trade secret information of Disclosing Party at the time of disclosure to Receiving Party. Receiving Party shall hold Disclosing Party’s Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Receiving Party shall not attempt to reverse engineer or in any manner create any product or information which is similar in appearance to or based on the Information provided by Disclosing Party. Receiving Party shall not disclose Disclosing Party’s Information to any person other than Receiving Party’s employees, agents, contractors and subcontractors who have a need to know in connection with this Agreement. Receiving Party’s confidentiality obligations hereunder shall not apply to any portion of Disclosing Party’s Information which: (a) Has become a matter of public knowledge other than through an act or omission of Receiving Party; (b) Has been made known to Receiving Party by a third party in accordance with such third party’s legal rights without any restriction on disclosure; (c) Was in the possession of Receiving Party prior to the disclosure of such Information by Disclosing Party and was not acquired directly or indirectly from the other Party party or any person or entity in a relationship of trust and confidence with the other Party party with respect to such Information; (d) Receiving Party is required by law to disclose; or (e) Has been independently developed by Receiving Party from information not defined as "Information" in this Agreement, as evidenced by Receiving Party's written records. Receiving Party shall return or destroy Disclosing Party’s Information (including all copies thereof) to Disclosing Party promptly upon the earliest of any termination of this Agreement or the Disclosing Party’s written request. Notwithstanding the foregoing, Receiving Party may retain one copy of such Information solely for archival purposes, subject to the confidentiality provisions of this Agreement. The parties understand that each Party party is a public entity and is subject to the laws that may compel either to disclose information about the other’s business.

Confidential Information and Disclosure. During Each party agrees to maintain all Confidential Information in confidence to the term of same extent that it protects its own similar Confidential Information and to use such Confidential Information only as permitted under this Agreement, . Each party agrees to take all reasonable precautions to prevent any Party (“Disclosing Party”) may disclose confidential, proprietary unauthorized disclosure or trade secret information (the “Information”), to another Party (“Receiving Party”). All such use of Confidential Information made available in a tangible medium of expression (such asincluding, without limitation, on paper or by means of magnetic tapes, magnetic disks or other computer mediadisclosing Confidential Information only to its employees (a) shall be marked in a prominent location to indicate that it is the confidential, proprietary and trade secret information of Disclosing Party at the time of disclosure to Receiving Party. Receiving Party shall hold Disclosing Party’s Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Receiving Party shall not attempt to reverse engineer or in any manner create any product or information which is similar in appearance to or based on the Information provided by Disclosing Party. Receiving Party shall not disclose Disclosing Party’s Information to any person other than Receiving Party’s employees, agents, contractors and subcontractors who have with a need to know in connection with this Agreement. Receiving Party’s confidentiality obligations hereunder shall not apply to any portion further permitted uses of Disclosing Party’s Information which: (a) Has become a matter of public knowledge other than through an act or omission of Receiving Party; such information and (b) Has been made known who are parties to Receiving Party by a third party in accordance appropriate agreements sufficient to comply with such third party’s legal rights without any restriction on disclosure; this Section 9.3, and (c) Was in who are informed of the possession of Receiving Party prior nondisclosure/non-use obligations imposed by this Section 9.3 and both parties shall take appropriate steps to the implement and enforce such non-disclosure/non-use obligations. The foregoing restrictions on disclosure of such Information by Disclosing Party and was not acquired directly or indirectly from the other Party or any person or entity in a relationship of trust and confidence with the other Party with respect to such Information; use shall survive for three (d3) Receiving Party is required by law to disclose; or (e) Has been independently developed by Receiving Party from information not defined as "Information" in this Agreement, as evidenced by Receiving Party's written records. Receiving Party shall return or destroy Disclosing Party’s Information (including all copies thereof) to Disclosing Party promptly upon the earliest of any years following termination of this Agreement but shall not apply with respect to any Confidential Information which (i) was or becomes publicly known through no fault of the Disclosing Party’s written request. Notwithstanding the foregoing, Receiving Party may retain one copy of such Information solely for archival purposes, subject receiving party; (ii) was rightfully known or becomes rightfully known to the confidentiality provisions receiving party without confidential or proprietary restriction from a source other than the disclosing party; (iii) is independently developed by the receiving party without violation of this Agreement; (iv) is approved by the disclosing party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing party; (v) is disclosed by the receiving party in connection with securities filings with the Securities and Exchange Commission or as otherwise required by government regulation; or (vi) the receiving party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. The parties understand In the event that each Party such protection against disclosure is a public entity not obtained, the receiving party will be entitled to disclose that Confidential Information, but only as and is subject to the laws that may compel either extent necessary to disclose information about the other’s businesslegally comply with such compelled disclosure.