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 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.