Common use of Confidential Information; Exceptions Clause in Contracts

Confidential Information; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any confidential and proprietary information or materials of the other Party furnished to it by the other Party or learned by it from or through its exercise of its rights pursuant to this Agreement (collectively, “Confidential Information”) during the term hereof and for a period of five (5) years following the termination of this Agreement; provided, however, that the obligation to keep a Party’s trade secrets confidential shall survive for such time as such information remains a protected trade secret. For the avoidance of doubt, Agreement Improvements shall be deemed to be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by written documentation of the receiving Party that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.

Confidential Information; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the Parties, each Party agrees that, for the Parties agree that the receiving Party term of this Agreement and for [ * ] thereafter, it shall keep confidential and shall not publish or otherwise disclose or disclose, and shall not use for any purpose other than as provided for in this Agreement Agreement, any confidential and proprietary information or materials of the other Party Confidential Information furnished to it by the other Party or learned by it from or through its exercise of its rights pursuant to this Agreement (collectivelyAgreement, “Confidential Information”) during the term hereof and for a period of five (5) years following the termination of this Agreement; provided, however, that the obligation to keep a Party’s trade secrets confidential shall survive for such time as such information remains a protected trade secret. For the avoidance of doubt, Agreement Improvements shall be deemed to be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information shall not include any information except to the extent that it can be established by written documentation of the receiving Party can demonstrate by competent proof that such informationConfidential Information: (a) 13.1.1 was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established)confidentiality, at the time of disclosuredisclosure by the other Party; (b) 13.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) 13.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; orany obligation of confidentiality with respect thereto; (d) 13.1.4 was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established)a Third Party, by a Third Party who had no without breach of any obligation of confidentiality with respect thereto; or [ * ] = 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 406 of the Securities Act of 1933, as amended. 13.1.5 was independently discovered or developed by the receiving Party without the use of Confidential Information of the disclosing Party. Notwithstanding the foregoing, either Party not may disclose Confidential Information of the other Party to disclose those of its employees, agents and consultants who require such information to othersperform such Party's obligations under this Agreement, provided that such employees, agents and consultants are bound by obligations of confidentiality and non-use with respect to such Confidential Information at least equivalent in scope with those provided in this Section 13.1.

Confidential Information; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writingwriting by the Parties, each Party agrees that, for the Parties agree that the receiving Party term of this Agreement and for five (5) years thereafter, it shall keep confidential and shall not publish or otherwise disclose or disclose, and shall not use for any purpose other than as provided for in this Agreement Agreement, any confidential and proprietary information or materials of the other Party Confidential Information furnished to it by the other Party or learned by it from or through its exercise of its rights pursuant to this Agreement (collectivelyAgreement, “Confidential Information”) during the term hereof and for a period of five (5) years following the termination of this Agreement; provided, however, that the obligation to keep a Party’s trade secrets confidential shall survive for such time as such information remains a protected trade secret. For the avoidance of doubt, Agreement Improvements shall be deemed to be the Confidential Information of both Parties. Notwithstanding the foregoing, Confidential Information shall not include any information except to the extent that it can be established by written documentation of the receiving Party can demonstrate by competent proof that such informationConfidential Information: (a) 13.1.1 was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established)confidentiality, at the time of disclosuredisclosure by the other Party; (b) 13.1.2 was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) 13.1.3 became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; orany obligation of confidentiality with respect thereto; (d) 13.1.4 was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established)a Third Party, by a Third Party who had no without breach of any obligation of confidentiality with respect thereto; or [ * ] = 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 406 of the Securities Act of 1933, as amended. 13.1.5 was independently discovered or developed by the receiving Party without the use of Confidential Information of the disclosing Party. Notwithstanding the foregoing, either Party not may disclose Confidential Information of the other Party to disclose those of its employees, agents and consultants who require such information to othersperform such Party's obligations under this Agreement, provided that such employees, agents and consultants are bound by obligations of confidentiality and non-use with respect to such Confidential Information at least equivalent in scope with those provided in this Section 13.1.

Confidential Information; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any confidential and proprietary information or materials of the other Party furnished to it by the other Party or learned by it from or through its exercise of its rights pursuant to this Agreement (collectively, “Confidential Information”) Information during the term of this Agreement hereof and for a period of five (5) [*] years following the termination of this Agreement; provided, however, that the obligation to keep a Party’s trade secrets confidential shall survive for such time as such information remains a protected trade secret. For the avoidance of doubt, Agreement Improvements shall be deemed to be the Confidential Information of both Partiesparties. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by written documentation of the receiving Party that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality (confidentiality, except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), at the time of disclosure; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (d) was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation established), by a Third Party who had no obligation to the disclosing Party not to disclose such information to others.