Common use of Confidential Obligations Clause in Contracts

Confidential Obligations. 3.1 For the purposes of this Agreement, “Confidential Information” refers to any of the following information, in part or in full: confidential data and information provided to the Licensee by the Licensor (including its subsidiaries) for the performance of this Agreement, including but not limited to technical information, documents, schemes, data, parameters, standards, software, computer programs; any contracts, agreements, MOUs, exhibits, protocols or records signed by the Parties for the purpose of this Agreement (including this Agreement); and any information that is not specified as public information when it is provided by one party to the other party. Except as stipulated in Article 3.2, the Parties shall keep in confidential any Confidential Information to which it has access during the performance of this Agreement and any Intellectual Property Rights under this Agreement that have not been made public; once this Agreement is terminated, the Parties shall return any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or the disclosing party of the Confidential Information, or destroy by consent of the original owner or disclosing party, and shall not continue to use such Confidential Information; without prior written consent from the owner or the disclosing party of the Confidential Information, neither party to this Agreement shall disclose, give or transfer such Confidential Information to any third party; both Parties shall take necessary measures to disclose Confidential Information only to their employees, agents or professional advisers who are necessary to learn about, and to cause the said employees, agents or professional advisers to comply with the confidential obligations under this Agreement. 3.2 The above confidentiality obligations shall not apply to the information which: 3.2.1 already enters the public domain at the time of disclosure; 3.2.2 is publicly available after disclosure other than through the fault of the recipient; 3.2.3 is already possessed by a party before disclosure and not received from the other party directly; or 3.2.4 is disclosed by any party to relevant government authorities, stock exchange, etc. under the obligation as prescribed by law or court orders, or is disclosed to its legal counsel and financial consultant to the extent required by its normal operations. 3.3 Both Parties agree that this article shall survive the modification, rescission or termination of this Agreement.

Confidential Obligations. 3.1 For Each Party shall (a) maintain in strict confidence the purposes of this Agreement, “Confidential Information” refers to any Information of the following other Party to the same extent such Party maintains its own confidential information, but in part or in full: confidential data and information provided to the Licensee by the Licensor no event less than a reasonable degree of care, (including its subsidiariesb) for the performance of this Agreement, including but not limited to technical information, documents, schemes, data, parameters, standards, software, computer programs; any contracts, agreements, MOUs, exhibits, protocols or records signed by the Parties for the purpose of this Agreement (including this Agreement); and any information that is not specified as public information when it is provided by one party to the other party. Except as stipulated in Article 3.2, the Parties shall keep in confidential any Confidential Information to which it has access during the performance of this Agreement and any Intellectual Property Rights under this Agreement that have not been made public; once this Agreement is terminated, the Parties shall return any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or the disclosing party of the Confidential Information, or destroy by consent of the original owner or disclosing party, and shall not continue to use such Confidential Information; without prior written consent from the owner or the disclosing party of the Confidential Information, neither party to this Agreement shall disclose, give or transfer disclose such Confidential Information to any third party; both Parties shall take necessary measures Third Party without the prior written consent of the other Party (except as permitted pursuant to disclose Section 8.3 below), and (c) not use such Confidential Information only to their employeesfor any purpose except those expressly permitted by this Agreement (including in the case of Licensor, agents or professional advisers who are necessary to learn aboutthe Development, Manufacture and to cause Commercialization of Licensed Products for sale and use outside the said employeesTerritory). The obligations of confidentiality, agents or professional advisers to comply with the confidential obligations non-disclosure and non-use under this Agreement. 3.2 The above confidentiality obligations Section 8.1 shall not apply to be in full force during the information which: 3.2.1 already enters Term and for a period of [***] thereafter. Each Party, upon the public domain at the time of disclosure; 3.2.2 is publicly available after disclosure other than through the fault request of the recipient; 3.2.3 is already possessed other Party, will return all copies of or destroy (and certify such destruction in writing) the Confidential Information disclosed or transferred to it by a party before disclosure and not received from the other party directly; Party pursuant to this Agreement, within [***] of such request or 3.2.4 is disclosed by any party to relevant government authorities, stock exchangeif earlier, etc. under the obligation as prescribed by law termination or court orders, or is disclosed to its legal counsel and financial consultant to the extent required by its normal operations. 3.3 Both Parties agree that this article shall survive the modification, rescission or termination expiration of this Agreement; provided however that a Party may retain (i) Confidential Information of the other Party which expressly survives such termination pursuant to this Agreement, and (ii) one (1) copy of all other Confidential Information in archives solely for the purpose of establishing the contents thereof; provided, further, that a Party is not required to return or destroy Confidential Information contained in electronic back-ups unless and until such Confidential Information is accessed. For clarity, it is acknowledged and agreed that (A) the Confidential Information of Licensee includes (x) unpublished patent applications within the Licensed Patent Rights, and (y) any reports or other information provided to Licensor hereunder and (b) Licensed Know-How shall be the Confidential Information of both Parties.

Confidential Obligations. 3.1 For the purposes of this Agreement, “Confidential Information” refers to any of the following information, in part or in full: confidential data and information provided to the Licensee by the Licensor (including its subsidiaries) for the performance of this Agreement, including but not limited to technical information, documents, schemes, data, parameters, standards, software, computer programs; any contracts, agreements, MOUs, exhibits, protocols or records signed by the Parties for the purpose of this Agreement (including this Agreement); and any information that is not specified as public information when it is provided by one party to the other party. Except as stipulated in Article 3.2, the Parties shall keep in confidential any Confidential Information to which it has access during the performance of this Agreement and any Intellectual Property Rights under this Agreement that have not been made public; once this Agreement is terminated, the Parties shall return any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or the disclosing party of the Confidential Information, or destroy by consent of the original owner or disclosing party, and shall not continue to use such Confidential Information; without prior written consent from the owner or the disclosing party of the Confidential Information, neither party to this Agreement shall disclose, give or transfer such Confidential Information to any third party; both Parties shall take necessary measures to disclose Confidential Information only to their employees, agents or professional advisers who are necessary to learn about, and to cause the said employees, agents or professional advisers to comply with the confidential obligations under this Agreement. 3.2 The above confidentiality obligations shall not apply to the information which: 3.2.1 already enters the public domain at the time of disclosure; 3.2.2 is publicly available after disclosure other than through the fault of the recipient; 3.2.3 is already possessed by a party before disclosure and not received from the other party directly; or 3.2.4 is disclosed by any party to relevant government authorities, stock exchange, etc. under the obligation as prescribed by law or court orders, or is disclosed to its legal counsel and financial consultant to the extent required by its normal operations. 3.3 Both Parties agree that this article shall survive the modification, rescission or termination of this Agreement.

Confidential Obligations. 3.1 For the purposes of this Agreement8.1. IPC agrees that all non-public data, “Confidential Information” refers to any of the following informationrecords, in part or in full: confidential data files, software, documentation, and information provided to the Licensee it by the Licensor (including its subsidiaries) Customer, learned by it from Customer, or created by it for the Customer during performance of the Services and the Work Product are and shall be “Customer Confidential Information” and subject to this Agreementsection. (For avoidance of doubt, including but not limited to technical informationand without limiting the foregoing, documents, schemes, Customer Confidential Information includes data, parametersrecords, standardsfiles, software, computer programs; documentation, and information of Customer’s customers, potential customers, licensors, and suppliers.) IPC agrees to take all reasonable steps (which shall not be less than a reasonable standard of care) to strictly protect, secure, maintain and prevent unauthorized access to, use of and disclosure of Customer Confidential Information. 8.2. IPC shall restrict disclosure to those of its Consultants who (a) have a bona fide need to know such information in connection with work for Customer, (b) have been informed of the confidential nature thereof, and (c) are bound to IPC in writing to keep such information confidential. IPC shall not use any contracts, agreements, MOUs, exhibits, protocols or records signed by the Parties for the purpose of this Agreement (including this Agreement); and any information that is not specified as public information when it is provided by one party to the other party. Except as stipulated in Article 3.2, the Parties shall keep in confidential any Customer Confidential Information for any purpose other than Customer’s sole and direct benefit pursuant to which it has access during the performance of this Agreement and any Intellectual Property Rights under this Agreement that have not been made public; once this Agreement is terminated, the Parties shall return any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or the disclosing party of the Confidential Information, or destroy by consent of the original owner or disclosing party, and shall not continue to use such Confidential Information; without prior written consent from the owner or the disclosing party of the Confidential Information, neither party to this Agreement shall disclose, give or transfer such Confidential Information to any third party; both Parties shall take necessary measures to disclose Confidential Information only to their employees, agents or professional advisers who are necessary to learn about, and to cause the said employees, agents or professional advisers to comply with the confidential obligations under this Agreement. 3.2 The above confidentiality obligations shall 8.3. IPC is not apply obligated by this Section with respect to information that IPC can demonstrate by competent written evidence (a) was available to the information which: 3.2.1 already enters public or in the public domain at prior to initial disclosure by Customer; (b) becomes known to the time public or part of disclosure; 3.2.2 is publicly available the public domain after disclosure other than by Customer through the no fault of IPC in violation of its obligations to Customer; (c) was learned by IPC from a third party not obligated to Customer to keep the recipient;information confidential; or (d) was independently developed by or for IPC without use of or access to Customer’s confidential information. 3.2.3 is already possessed 8.4. Upon written request by a party before disclosure Customer, IPC agrees to promptly deliver, erase or destroy as instructed by Customer all memoranda, notes, records, reports, manuals and not received from the other party directly; or 3.2.4 is disclosed by any party documents, including all copies of such materials which IPC then possesses or has under its control, which: (a) belong to relevant government authorities, stock exchange, etc. under the obligation as prescribed by law or court ordersCustomer, or is disclosed (b) contain Customer confidential information. Customer agrees that the preceding sentence shall not be construed to its legal counsel and financial consultant require IPC to locate, erase or destroy computer back-up tapes or similar media that are overwritten or erased in the extent required by its normal operationscourse. 3.3 Both Parties agree that this article shall survive the modification, rescission or termination of this Agreement.

Confidential Obligations. 3.1 For Oscient and MIOL each recognize that the purposes other Party’s Confidential Information constitutes highly valuable and proprietary confidential information. Oscient and MIOL each agree that during the Term and for five (5) years thereafter, it will keep confidential, and will cause its employees, consultants, Affiliates and, in the case of this AgreementMIOL, “Third-Party Manufacturer, Sub-Distributors and, in the case of Oscient, LG to keep confidential, all Confidential Information” refers to any Information of the following informationDisclosing Party; provided that, in part or in full: confidential data MIOL agrees to keep, and information provided will cause its employees, consultants, Affiliates and Third-Party Manufacturer and Sub-Distributors to the Licensee by the Licensor (including its subsidiaries) for the performance of this Agreementkeep, including but not limited to technical information, documents, schemes, data, parameters, standards, software, computer programs; any contracts, agreements, MOUs, exhibits, protocols or records signed by the Parties for the purpose of this Agreement (including this Agreement); and any information that is not specified as public information when it is provided by one party to the other party. Except as stipulated in Article 3.2, the Parties shall keep in confidential any Confidential Information to which it has access during regarding the performance manufacturing process for Active Pharmaceutical Ingredient confidential for a further period of this Agreement and any Intellectual Property Rights under this Agreement that have not been made public; once this Agreement is terminated, the Parties shall return any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or the disclosing party of the Confidential Information, or destroy by consent of the original owner or disclosing party, and shall not continue to use such Confidential Information; without prior written consent from the owner or the disclosing party of the Confidential Information, neither party to this Agreement shall disclose, give or transfer such Confidential Information to any third party; both Parties shall take necessary measures to disclose Confidential Information only to their employees, agents or professional advisers who are necessary to learn about, and to cause the said employees, agents or professional advisers to comply with the confidential obligations under this Agreement. 3.2 The above confidentiality obligations shall not apply to the information which: 3.2.1 already enters the public domain at the time of disclosure; 3.2.2 is publicly available ten (10) years after disclosure other than through the fault of the recipient; 3.2.3 is already possessed by a party before disclosure and not received from the other party directly; or 3.2.4 is disclosed by any party to relevant government authorities, stock exchange, etc. under the obligation as prescribed by law or court orders, or is disclosed to its legal counsel and financial consultant to the extent required by its normal operations. 3.3 Both Parties agree that this article shall survive the modification, rescission expiration or termination of this Agreement. Neither Oscient nor MIOL nor any Third-Party Manufacturer nor Sub-Distributor, nor any of their respective employees, consultants or Affiliates shall use the Disclosing Party’s Confidential Information for any purpose whatsoever other than exercising any rights granted to it or reserved by it hereunder. Without limiting the foregoing, the Receiving Party may disclose information to the extent such disclosure is reasonably necessary to (a) file and prosecute patent applications and/or maintain patents which are filed or prosecuted in accordance with the provisions of this Agreement, or (b) file, prosecute or defend litigation in accordance with the provisions of this Agreement or (c) comply with Applicable Law, court orders or the rules of any nationally recognized securities exchange, quotation system or over-the-counter market on which the Receiving Party or its Affiliates or, in the case of MIOL, the relevant Third-Party Manufacturer or Sub-Distributor is listed or traded; provided, however, that if the Receiving Party is required to make any such disclosure of the Disclosing Party’s Confidential Information in connection with any of the foregoing, it will give reasonable advance notice to the Disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use reasonable efforts to assist the Disclosing Party in efforts to secure confidential treatment of such information required to be disclosed.

Confidential Obligations. 3.1 For the purposes of Except as otherwise provided in this Agreement, “Confidential Information” refers to any of MG must keep the following information, confidential information confidential. Except as otherwise provided in part or in full: confidential data and information provided to the Licensee by the Licensor (including its subsidiaries) for the performance of this Agreement, including but not limited to technical information, documents, schemes, data, parameters, standards, software, computer programs; any contracts, agreements, MOUs, exhibits, protocols or records signed the confidential information will remain exclusive property of CMS and will only be used by the Parties MG for the permitted purpose. MG will not use the confidential information for any purpose that might be directly or indirectly detrimental to CMS or any of its affiliates. The obligations to ensure and protect the confidentiality of the confidential information imposed on MG in this Agreement (including this Agreement); and any information that is not specified obligations to provide notice under this Agreement will survive the expiration or termination, as public information when it is provided by one party to the other party. Except as stipulated in Article 3.2case may be, the Parties shall keep in confidential any Confidential Information to which it has access during the performance of this Agreement and those obligations will last indefinitely. Notwithstanding the foregoing, the obligation of a person to protect the confidentiality of any Intellectual Property Rights under information or materials shall terminate as to any information or materials which: (i) are, or become, public knowledge through no act or failure to act of such person; (ii) are publicly disclosed by the proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by such person from a third party after reasonable inquiry regarding the authority of such third party to possess and divulge the same; (iv) are independently developed by such person from sources or through persons that such person can demonstrate had no access to Confidential Information; or (v) are lawfully known by such person at the time of disclosure other than by reason of discussions with or disclosures by the Parties. All Confidential Information delivered pursuant to this Agreement that have not been made public; once this Agreement is terminated, shall be and remain the Parties shall return any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or property of the disclosing party of Party, and any documents containing or reflecting the Confidential Information, or destroy by consent of the original owner or disclosing partyand all copies thereof, and shall not continue be promptly returned to use such Confidential Information; without prior written consent from the owner or the disclosing party Party upon written request, or destroyed at the disclosing Party’s option. Nothing herein shall be construed as granting or conferring any rights by license or otherwise, express or implied, regarding any idea made, conceived or acquired prior to or after the Effective Date, nor as granting any right with respect to the use or marketing of the Confidential Information, neither party to this Agreement shall disclose, give any product or transfer such Confidential Information to any third party; both service. The Parties shall take necessary measures to disclose use the Confidential Information only to their employees, agents or professional advisers who are necessary to learn about, and to cause for the said employees, agents or professional advisers to comply with the confidential obligations under this AgreementBusiness Relationship. 3.2 The above confidentiality obligations shall not apply to the information which: 3.2.1 already enters the public domain at the time of disclosure; 3.2.2 is publicly available after disclosure other than through the fault of the recipient; 3.2.3 is already possessed by a party before disclosure and not received from the other party directly; or 3.2.4 is disclosed by any party to relevant government authorities, stock exchange, etc. under the obligation as prescribed by law or court orders, or is disclosed to its legal counsel and financial consultant to the extent required by its normal operations. 3.3 Both Parties agree that this article shall survive the modification, rescission or termination of this Agreement.

Confidential Obligations. 3.1 For 5.1.1 Each Party shall be deemed the owner of all right, title and interest, including all intellectual property rights, in and to the Confidential Information of that Party. ARIAD and MEDINOL each agree that, during the Term and thereafter, it shall (a) keep confidential, and shall cause all of its officers, employees, consultants, Third Party contractors and licensees and the officers, employees, consultants, Third Party contractors and licensees of its Affiliates to keep confidential, all Confidential Information of the other Party, and (b) use, and shall cause all of its officers, employees, consultants, Third Party contractors and licensees and the officers, employees, consultants, Third Party contractors and licensees of its Affiliates to use, all Confidential Information of the other Party solely for purposes expressly permitted under this Agreement. Each Party shall take such action, and shall cause its Affiliates to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, but no less than reasonable action. 5.1.2 ARIAD and MEDINOL each agree that any disclosure of the other Party’s Confidential Information to any officer, employee, consultant, Third Party contractor or licensee of the other Party or any of its Affiliates (or X.X. Xxxx or an Authorized Distributor in the case of MEDINOL) shall be made only to the extent necessary to perform its obligations or exercise its rights under this Agreement, “Confidential Information” refers to any of the following information, in part or in full: confidential data and information provided shall be limited to the Licensee by the Licensor (including its subsidiaries) for the performance of this Agreement, including but not limited to technical information, documents, schemes, data, parameters, standards, software, computer programs; any contracts, agreements, MOUs, exhibits, protocols maximum extent possible consistent with such obligations or records signed by the Parties for the purpose of this Agreement (including this Agreement); and any information that is not specified as public information when it is provided by one party to the other party. Except as stipulated in Article 3.2, the Parties shall keep in confidential any Confidential Information to which it has access during the performance of this Agreement and any Intellectual Property Rights under this Agreement that have not been made public; once this Agreement is terminated, the Parties shall return any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or the disclosing party of the Confidential Information, or destroy by consent of the original owner or disclosing party, rights and shall only be made to persons who are bound by written confidentiality obligations to maintain the confidentiality thereof and not continue to use such Confidential Information; without prior written consent from Information except as expressly permitted by this Agreement. MEDINOL shall maintain all Confidential Information of ARIAD comprising the owner or structure of AP23573, all CMC Data and other chemistry data in a secure file with access limited to MEDINOL’s regulatory personnel (and shall maintain a log tracking personnel access to such data). Without limiting the disclosing party generality of the Confidential Informationforegoing, neither party MEDINOL shall cause X.X. Xxxx and each Authorized Distributor to this execute a written Confidentiality Agreement with ARIAD in form and substance satisfactory to ARIAD. MEDINOL hereby guarantees full and complete compliance by X.X. Xxxx and each Authorized Distributor with the terms of such Confidentiality Agreement and shall disclosebe liable for any breach thereof by X.X. Xxxx, give any Authorized Distributor or transfer such any person or entity receiving Confidential Information to any third party; both Parties shall take necessary measures to disclose Confidential Information only to their employees, agents of ARIAD directly or professional advisers who are necessary to learn about, and to cause the said employees, agents or professional advisers to comply with the confidential obligations under this Agreement. 3.2 The above confidentiality obligations shall not apply to the information which: 3.2.1 already enters the public domain at the time of disclosure; 3.2.2 is publicly available after disclosure other than through the fault of the recipient; 3.2.3 is already possessed by a party before disclosure and not received indirectly from the other party directly; or 3.2.4 is disclosed by any party to relevant government authorities, stock exchange, etc. under the obligation as prescribed by law or court orders, or is disclosed to its legal counsel and financial consultant to the extent required by its normal operations. 3.3 Both Parties agree that this article shall survive the modification, rescission or termination of this Agreement.X.X.

Confidential Obligations. 3.1 For the purposes of Except as otherwise provided in this Agreement, “the Recipient must keep the Confidential Information” refers to any of the following information, Information confidential. Except as otherwise provided in part or in full: confidential data and information provided to the Licensee by the Licensor (including its subsidiaries) for the performance of this Agreement, including but not limited to technical information, documents, schemes, data, parameters, standards, software, computer programs; any contracts, agreements, MOUs, exhibits, protocols or records signed the Confidential Information will remain the exclusive property of the Discloser and will only be used by the Parties Recipient for the purpose of this Agreement (including this Agreement); and any information that is Permitted Purpose. The Recipient will not specified as public information when it is provided by one party to use the other party. Except as stipulated in Article 3.2, the Parties shall keep in confidential any Confidential Information for any other purpose, in particular for approaching the third parties to which it has access during this agreement with the performance intention of this Agreement and securing any Intellectual Property Rights under this Agreement that have not been made public; once this Agreement is terminated, the Parties shall return insurance (or any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or the disclosing party other) business transactions. The Recipient may disclose any of the Confidential Information: To such of its employees, or destroy by consent agents, representatives and advisors and potential underwriters and (re)insurers that have a reasonable need to know for the Permitted Purpose, provided that: The Recipient has informed such personnel of the original owner or disclosing party, and shall not continue to use such Confidential Information; without prior written consent from the owner or the disclosing party confidential nature of the Confidential Information, neither party ; Such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Recipient; The Recipient agrees to take all reasonable steps to ensure that the terms of this Agreement shall discloseare not violated by such personnel; and The Recipient agrees to be responsible for any breach of this Agreement by its personnel To a third party where the Discloser has consented in writing to such a disclosure; and To the extent required by law or by the request or requirement of a court of law, give a regulatory body, or transfer such an administrative tribunal. The Recipient agrees to retain all Confidential Information at its usual place of business and to any third party; both Parties shall take necessary measures to disclose store all Confidential Information only separate from other information and documents held in the same location. Further, the Confidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement. Subject to clause 9, if reasonably requested by the Discloser the Recipient, to the extent that it is reasonably practicable to do so, must and must procure that its personnel return to the Discloser or destroy all documents containing any Confidential Information. Notwithstanding clause 8, the Recipient may retain any of the Confidential Information it is required to retain by law or by any regulatory or governmental body and as is in accordance with its usual data storage methods. No action by the Recipient under clauses 8 or 9 releases the Recipient or its personnel from their employees, agents or professional advisers who are necessary to learn about, and to cause the said employees, agents or professional advisers to comply with the confidential obligations under this Agreement. 3.2 The above confidentiality obligations shall not apply to the information which: 3.2.1 already enters the public domain at the time of disclosure; 3.2.2 is publicly available after disclosure other than through the fault of the recipient; 3.2.3 is already possessed by a party before disclosure and not received from the other party directly; or 3.2.4 is disclosed by any party to relevant government authorities, stock exchange, etc. under the obligation as prescribed by law or court orders, or is disclosed to its legal counsel and financial consultant to the extent required by its normal operations. 3.3 Both Parties agree that this article shall survive the modification, rescission or termination of this Agreement.

Confidential Obligations. 3.1 For 1. Kobe City and the purposes Preferred Negotiation Right Holder’s Members acknowledge that each shall not disclose the matters concerning the Agreement to a third party or use the matters for any purpose other than those stipulated herein unless it obtains consent from the other party. 2. Notwithstanding the preceding paragraph, Kobe City and the Preferred Negotiation Right Holder’s Members may disclose the information concerning the Agreement only under the following circumstances. However, if Kobe City instructs on the method for disclosure, such instructions shall be complied with. (1) Disclosing information to a third party when that information is scheduled to be disclosed to the relevant third party; (2) Disclosing information to: (i) Kobe City’s personnel or the Preferred Negotiation Right Holder’s Members’ employees and professionals such as lawyers, certified public accountants, and certified public tax accountants of Kobe City or the Preferred Negotiation Right Holder’s Members; or (ii) the companies and their respective employees agreed in advance with Kobe City as falling under a parent company, subsidiary, affiliate or other associated companies of the Preferred Negotiation Right Holder’s Members, and their professionals such as lawyers, certified public accountants, and certified public tax accountants who need to know the information where such disclosure is made on the condition that they assume the same confidential obligations assumed by the Preferred Negotiation Right Holder’s Members; (3) Disclosing information to a particular third party who already knows the information without breaching the provisions of this Agreement, “Confidential Information” refers article; (4) Disclosing to any of the following information, in part or in full: confidential data and information provided to the Licensee by the Licensor (including its subsidiaries) for the performance of this Agreement, including but not limited to technical information, documents, schemes, data, parameters, standards, software, computer programs; any contracts, agreements, MOUs, exhibits, protocols or records signed by the Parties for the purpose of this Agreement (including this Agreement); and any a third party information that is not specified as public information when it is provided by one party to the other party. Except as stipulated already in Article 3.2, the Parties shall keep in confidential any Confidential Information to which it has access during the performance of this Agreement and any Intellectual Property Rights under this Agreement that have not been made public; once this Agreement is terminated, the Parties shall return any documents, data, software or other tangible carriers that contain Confidential Information as required by the original owner or the disclosing party of the Confidential Information, or destroy by consent of the original owner or disclosing party, and shall not continue to use such Confidential Information; without prior written consent from the owner or the disclosing party of the Confidential Information, neither party to this Agreement shall disclose, give or transfer such Confidential Information to any third party; both Parties shall take necessary measures to disclose Confidential Information only to their employees, agents or professional advisers who are necessary to learn about, and to cause the said employees, agents or professional advisers to comply with the confidential obligations under this Agreement. 3.2 The above confidentiality obligations shall not apply to the information which: 3.2.1 already enters the public domain at the time domain; and (5) Disclosing information which disclosure is required under laws and regulations or by order of disclosure; 3.2.2 is publicly available after disclosure other than through the fault of the recipient; 3.2.3 is already possessed by a party before disclosure and not received from the other party directly; or 3.2.4 is disclosed by any party to relevant court or competent government authorities, stock exchange, etc. under the obligation as prescribed by law or court orders, or is disclosed to its legal counsel and financial consultant to the extent required by its normal operationsauthority. 3.3 Both Parties agree that this article shall survive the modification, rescission or termination of this Agreement.