Common use of CONFIDENTIAL & PROPRIETARY INFORMATION Clause in Contracts

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party shall maintain in strict confidence, and not disclose or distribute to any third person any Confidential Information of the other party for a period of three (3) years from the date of disclosure (except with respect to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Information.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party shall maintain in strict confidence, and not disclose or distribute to any third person any Confidential Information of the other party for a period of three (3) years from the date of disclosure (except with respect to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ’s ownership of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's ’s full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's ’s Confidential Information. All Inventions shall constitute EPL IT’s Confidential Information.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party 4.1. As used herein, the term “Proprietary Information” means any information, technical data, personal data, commercial and business data or know-how (including, but not limited to, information relating to products, soiware, services, development, inven- tions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) dis- closed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) ei- ther directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. 4.2. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall maintain treat such Proprietary Information in strict confidenceconfidence with the same degree of care applied to its own Proprietary Information of like importance, and which it does not disclose wish to disclose, publish, or distribute disseminate to third parties. 4.3. In no event, will the Recipient Party divulge, in whole or in part, such information to any third person any Confidential Information party without the prior written consent of the Disclosing Party. The Recipi- ent Party may disclose the Proprietary Information to the extent required by a valid order by a court or other party for governmental body or by applicable law; provided, howev- er, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a period of three (3) years from the date of disclosure (except with respect reasonable opportunity to trade secrets, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either party pursuant object to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure. 4.4. Notwithstanding any other provisions of this Agreement, or (c) of such a nature as to put a reasonable each party on notice as to the confidentiality of the information disclosed. Confidential acknowledges that Proprietary Information does shall not include any information that: (i) entered is already known to the public domain Recipient Party at the time of disclosure, or becomes publicly known through no fault wrongful act of the receiving partyRecipient Party’s part; (ii) is rightfully received by the receiving party Recipient Party from a third party without similar non-disclosure obligationsbreach of this Agreement; (iii) is already known to the receiving party prior to disclosure indepen- dently developed by the disclosing partyRecipient Party without benefit of information received un- der this Agreement; (iv) is independently developed furnished to a third party by the receiving party Disclosing Party without reference a restriction on the third party’s right to the Confidential Information of the disclosing party, disclose it; or (v) is required explicitly approved for re- lease by written authorization by the Disclosing Party. 4.5. It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to be disclosed by law, provided return all Proprietary Information in its possession. 4.6. The Recipient Party acknowledges that the party intending Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that mone- tary damages would be inadequate to make compensate the Disclosing Party for such required disclosure a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedybe 4.7. The obligations set forth above in of the Recipient Party under this Section shall not affect EPL IT's ownership survive termination or nonrenewal of Inventions (as defined in Section 5) this Agreement for a period of five years. For the avoidance of doubt, the End-Customer and all intellectual property rights therein, or EPL IT's full exercise distributor lists of those Inventions disclosed for the Distributor shall be deemed to constitute Proprietary Information under this Agreement and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Informationis owned by the Company.

CONFIDENTIAL & PROPRIETARY INFORMATION. Each party shall maintain hold Confidential Proprietary Information of the other in strict confidencethe strictest confidence and shall not disclose it to anyone other than those employees and agents performing services for or in support if this Agreement and who have a need to know, and then only to the extent necessary, in order to carry out the terms of this Agreement, or to accreditation authorities, to the extent necessary. Confidential Proprietary Information may not disclose be used in any way not specifically allowed under this Agreement, including in each party’s own business, whether or distribute not competitive with the other party. The party in possession of or otherwise with access to the other party’s Confidential Proprietary Information shall employ such processes and take such care as to safeguard the confidentiality of such Confidential Proprietary Information. Each party will promptly notify the other of any third person loss or accidental or unauthorized disclosure of the other’s Confidential Proprietary Information. Upon termination of this Agreement, the recipient of Confidential Proprietary Information shall promptly deliver to the other party any and all such Confidential Proprietary Information of the other party in its possession or under its control, and any copies made thereof, except as otherwise provided for by the express prior written permission of the party to whom the Confidential Proprietary Information belongs. The parties recognize that no remedy of law may be adequate to compensate a party for a period breach of three (3) years from the date provisions of disclosure (except with respect this Section 10.5; therefore, the parties agree that a party may seek temporary or permanent injunctive relief against the party breaching this provision, in addition to trade secretsall other remedies to which either is otherwise entitled, and this provision in no way limits such other remedies of the parties. Such temporary or permanent injunctive relief may be granted without bond, which shall be kept confidential until no longer qualifying as a trade secret). “Confidential Information” shall mean the information disclosed by either each party pursuant to this Agreement that is (a) stamped or otherwise marked as being confidential by the disclosing party, (b) if disclosed in oral form, identified as confidential at the time of oral disclosure and is summarized by the disclosing party in a written memorandum marked as confidential and delivered within ten (10) business days after such disclosure, or (c) of such a nature as to put a reasonable party on notice as to the confidentiality of the information disclosed. Confidential Information does not include any information that: (i) entered the public domain through no fault of the receiving party; (ii) is rightfully received by the receiving party from a third party without similar non-disclosure obligations; (iii) is already known to the receiving party prior to disclosure by the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (v) is required to be disclosed by law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. The obligations set forth above in this Section shall not affect EPL IT's ownership of Inventions (as defined in Section 5) and all intellectual property rights therein, or EPL IT's full exercise of those Inventions and intellectual property rights, so long as EPL IT does not disclose Customer's Confidential Information. All Inventions shall constitute EPL IT’s Confidential Informationwaives.