Common use of Confidentiality and Authorized Disclosure Clause in Contracts

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information shall remain the property of the Disclosing Party, and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information shall not be disclosed, divulged or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified Project efforts and the licenses granted in Article X, Patent Rights, and Article XI, Data Rights and Copyrights. However, the duty to protect such Confidential and/or Proprietary Information shall not extend to materials or information that: (1) Are received or become available without restriction to the Receiving Party under a proper, separate agreement, (2) Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above), (3) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records, (4) Are or later become part of the public domain through no fault of the Receiving Party, (5) Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure, (6) Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information as evidenced by written records, (7) Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing PartyParty (no one shall disclose such information unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged divulged, or otherwise communicated by it the Receiving Party to third parties (including without limitation, other Consortium Members) or used by it the Receiving Party for any purposes other than in connection with specified the Project efforts Awards and the licenses granted in Article X, Patent Rights, and Article XI, Data Rights and Copyrights. However, via this Agreement; provided that the duty to protect such Confidential and/or terms “Proprietary Information “and “Trade Secrets” shall not extend to exclude materials or information that: (1) 7.3.1 Are received or become available without restriction to the Receiving Party under a proper, separate agreement,; (2) 7.3.2 Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above),prescribed under this Agreement; (3) 7.3.3 Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records,; (4) 7.3.4 Are or later become part of the public domain through no fault of the Receiving Party,; (5) 7.3.5 Are received by the Receiving Party from a third party Party having no obligation of confidentiality to the Disclosing Party that made the disclosure,; (6) 7.3.6 Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets as evidenced by written records,; (7) 7.3.7 Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing PartyParty (no one shall disclose unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged divulged, or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified Project project efforts and the licenses granted in Article XIX, Patent Rights, and Article XIVIII, Data Rights and Copyrights. HoweverRights, provided that the duty to protect such “Confidential and/or Proprietary Information Information” and “Trade Secrets” shall not extend to materials or information that: (1a) Are received or become available without restriction to the Receiving Party under a proper, separate agreement, (2b) Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “per Article entitled "Confidential and/or Proprietary Information” above)" herein, (3c) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records, (4d) Are or later become part of the public domain through no fault of the Receiving Party, (5e) Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure, (6f) Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets as evidenced by written records, (7g) Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing PartyParty (no one shall disclose unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged divulged, or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified Project project efforts and the licenses granted in Article X, Patent Rights, and Article XI, Data Rights and Copyrights. However, provided that the duty to protect such “Confidential and/or Proprietary Information Information” and “Trade Secrets” shall not extend to materials or information that: (1a) Are received or become available without restriction to the Receiving Party under a proper, separate agreement, (2) Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above), (3b) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records, (4c) Are or later become part of the public domain through no fault of the Receiving Party, (5d) Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure,, and who lawfully had permission to share such documents (6e) Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets as evidenced by written records, (7f) Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information shall remain the property of the Disclosing Party, and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information shall not be disclosed, divulged or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified Project efforts the Work performed hereunder and the licenses granted in Article X, Section 10 Patent Rights, and Article XI, Section 11: Data Rights and Copyrights. However, the duty to protect such Confidential and/or Proprietary Information shall not extend to materials or information thatthat are or later become: (1) Are i. received or become available without restriction to the Receiving Party under a proper, separate agreement, (2) Are , ii. not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above), (3) Are , iii. lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records, (4) Are or later become , iv. part of the public domain through no fault of the Receiving Party, (5) Are , v. received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure, (6) Are , vi. developed independently by the Receiving Party without use of Confidential and/or Proprietary Information as evidenced by written records, (7) Are , vii. required by law or regulation to be disclosed; provided, however, that the Receiving Party has has, to the extent allowed by law or regulations, provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing Party, and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged divulged, or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified Project project efforts and the licenses granted in Article X, Patent Rights, and Article XI, Data Rights and Copyrights. However, the duty to protect such Confidential and/or Proprietary Information The aforementioned shall not extend to information or materials or information that: (1) . Are received or become available without restriction to the Receiving Party under a proper, separate agreement,; (2) . Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above),legend; (3) . Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof disclosure, as demonstrated by prior written records,; (4) . Are or later become part of the public domain through no fault of the Receiving Party,; (5) . Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure,; (6) . Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets, as evidenced by written records,; or (7) . Are required by law or regulation to be disclosed; , provided, however, that the Receiving Party has provided given written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent further disclosure of such information. Notwithstanding the foregoing, information that is trade secret shall be protected by the recipient even if disclosed as required by law or regulation.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information shall remain the property of the Disclosing Party, and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information shall not be disclosed, divulged or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified Project efforts and the licenses granted in Article X, X - Patent Rights, and Article XI, XI - Data Rights and Copyrights. However, the duty to protect such Confidential and/or Proprietary Information shall not extend to materials or information that: (1) Are received or become available without restriction to the Receiving Party under a proper, separate agreement, (2) Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “"Confidential and/or Proprietary Information” " above), (3) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records, (4) Are or later become part of the public domain through no fault of the Receiving Party, (5) Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure, (6) Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information as evidenced by written records, (7) Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing PartyParty (no one shall disclose such information unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged divulged, or otherwise communicated by it the Receiving Party to third parties (including without limitation, other Network Sites) or used by it the Receiving Party for any purposes other than in connection with specified Project efforts the Clinical Trials and the licenses granted in Article X, Patent Rights, Articles 9 and Article XI, Data Rights and Copyrights. However, 10; provided that the duty to protect such Confidential and/or terms “Proprietary Information “and “Trade Secrets” shall not extend to exclude materials or information that: (1) 7.3.1. Are received or become available without restriction to the Receiving Party under a proper, separate agreement,; (2) 7.3.2. Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above),per Paragraph 8.1.3 herein; (3) 7.3.3. Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records,; (4) 7.3.4. Are or later become part of the public domain through no fault of the Receiving Party,; (5) 7.3.5. Are received by the Receiving Party from a third party Party having no obligation of confidentiality to the Disclosing Party that made the disclosure,; (6) 7.3.6. Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets as evidenced by written records,; (7) 7.3.7. Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Non-Public Information shall remain the intellectual property of the Disclosing PartyParty (no one shall disclose unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Non-Public Information and Trade Secrets shall not be disclosed, divulged divulged, or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified Project project efforts and the licenses granted in Article X, Patent Rights, XI and Article XIXII, Data Rights and Copyrights. However, provided that the duty to protect such Confidential and/or Proprietary Information “Non-Public Information” and “Trade Secrets” shall not extend to materials or information that: (1) Are received or become available without restriction to the Receiving Party under a proper, separate agreement,Agreement; (2) Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of per Article entitled “Confidential and/or Proprietary Non-Public Information” above),herein; (3) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof thereof, as demonstrated by prior written records,; (4) Are or later become part of the public domain through no fault of the Receiving Party,; (5) Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure,; (6) Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets, as evidenced by written records,; and/or (7) Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing PartyParty (no one shall disclose such information unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged divulged, or otherwise communicated by it the Receiving Party to third parties (including without limitation, other Consortium Members) or used by it the Receiving Party for any purposes other than in connection with specified Project efforts the Research Projects and the licenses granted in Article X, Patent Rights, Articles 9 and Article XI, Data Rights and Copyrights. However, 10; provided that the duty to protect such Confidential and/or terms “Proprietary Information “and “Trade Secrets” shall not extend to exclude materials or information that: (1) 8.3.1. Are received or become available without restriction to the Receiving Party under a proper, separate agreement,; (2) 8.3.2. Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above),per Paragraph 8.1.3 herein; (3) 8.3.3. Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records,; (4) 8.3.4. Are or later become part of the public domain through no fault of the Receiving Party,; (5) 8.3.5. Are received by the Receiving Party from a third party Party having no obligation of confidentiality to the Disclosing Party that made the disclosure,; (6) 8.3.6. Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets as evidenced by written records,; (7) 8.3.7. Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing PartyParty (no Party shall disclose Confidential Information unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged or otherwise communicated by it a Receiving Party to third parties (including without limitation, other NAC Member Organizations) or used by it for any purposes other than in connection with specified Project efforts and the performance of this Contract or the Ordnance Technology Initiative Agreement under which this Contract was awarded, or in connection with the licenses granted in Article Xthe Section 3 (PATENT RIGHTS) and Section 4 (DATA RIGHTS AND COPYRIGHTS), Patent Rights, provided that the terms "Confidential Information" and Article XI, Data Rights and Copyrights. However, the duty to protect such Confidential and/or Proprietary Information "Trade Secrets” shall not extend to exclude materials or information that: (1a) Are received or become available without restriction to the Receiving Party receiving party under a proper, separate agreement, (2b) Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above)per Paragraph 1.01 herein, (3c) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records, (4d) Are or later become part of the public domain through no fault of the Receiving Party, (5e) Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure, (6f) Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets as evidenced by written records, (7g) Are required by subpoena, court order, law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information. However, despite any other obligations or restrictions imposed by this Article or any prior agreement, Buyer shall have the right to use and reproduce Seller's Confidential Information internal to Buyer, regardless of when disclosed. Buyer shall further have the right to, use, disclose, reproduce and make derivative works of Seller’s Confidential Information (i) to fulfill Buyer’s obligations under, and (ii) for the purposes of testing, certification, use, sale or support of any goods delivered under, this Contract, other contracts with Seller and Xxxxx’s contract with its customer, if any. Any such use, disclosure, reproduction or derivative work by Buyer shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances. In addition, Seller may disclose Confidential Information provided by Buyer hereunder to its subcontractors as required for the performance of this Contract, provided that each such subcontractor first agrees in writing to obligations no less restrictive than those imposed upon Seller under this Article. Seller shall be liable to Buyer for any breach of such obligation by such subcontractor.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing PartyParty (no Party shall disclose Confidential Information unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged or otherwise communicated by it a Receiving Party to third parties (including without limitation, other NAC Member Organizations) or used by it for any purposes other than in connection with specified Project efforts and the performance of this Contract or the Ordnance Technology Initiative Agreement under which this Contract was awarded, or in connection with the licenses granted in Article Xthe Section 3 (PATENT RIGHTS) and Section 4 (DATA RIGHTS AND COPYRIGHTS), Patent Rights, provided that the terms "Confidential Information" and Article XI, Data Rights and Copyrights. However, the duty to protect such Confidential and/or Proprietary Information "Trade Secrets” shall not extend to exclude materials or information that: (1a) Are received or become available without restriction to the Receiving Party receiving party under a proper, separate agreement, (2b) Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above)per Paragraph 1.01 herein, (3c) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records, (4d) Are or later become part of the public domain through no fault of the Receiving Party, (5e) Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure, (6f) Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets as evidenced by written records, (7g) Are required by subpoena, court order, law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information. However, despite any other obligations or restrictions imposed by this Article or any prior agreement, Buyer shall have the right to use and reproduce Seller's Confidential Information internal to Buyer, regardless of when disclosed. Buyer shall further have the right to, use, disclose, reproduce and make derivative works of Seller’s Confidential Information (i) to fulfill Buyer’s obligations under, and (ii) for the purposes of testing, certification, use, sale or support of any goods delivered under, this Contract, other contracts with Seller and Buyer’s contract with its customer, if any. Any such use, disclosure, reproduction or derivative work by Buyer shall, whenever appropriate, include a restrictive legend suitable for the particular circumstances. In addition, Seller may disclose Confidential Information provided by Buyer hereunder to its subcontractors as required for the performance of this Contract, provided that each such subcontractor first agrees in writing to obligations no less restrictive than those imposed upon Seller under this Article. Seller shall be liable to Buyer for any breach of such obligation by such subcontractor.

Confidentiality and Authorized Disclosure. The Receiving Party agrees, to the extent permitted by law, that Confidential and/or Proprietary Information and Trade Secrets shall remain the property of the Disclosing Party, and that, unless otherwise agreed to by the Disclosing Party, Confidential and/or Proprietary Information and Trade Secrets shall not be disclosed, divulged divulged, or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified Project project efforts and the licenses granted in Article X, Patent Rights, and Article XI, Data Rights and Copyrights. However, the duty to protect such Confidential and/or Proprietary Information The aforementioned shall not extend to information or materials or information that: (1) . Are received or become available without restriction to the Receiving Party under a proper, separate agreement,; (2) . Are not identified with a suitable notice or legend (subject to the cure procedures described in the definition of “Confidential and/or Proprietary Information” above),legend; (3) . Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof disclosure, as demonstrated by prior written records,; (4) . Are or later become part of the public domain through no fault of the Receiving Party,; (5) . Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure,; (6) . Are developed independently by the Receiving Party without use of Confidential and/or Proprietary Information or Trade Secrets, as evidenced by written records,; or (7) . Are required by law or regulation to be disclosed; , provided, however, that the Receiving Party has provided given written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent further disclosure of such information.