Common use of Confidentiality and Non-Use Obligations Clause in Contracts

Confidentiality and Non-Use Obligations. During the Confidentiality Period, the Receiving Party shall (i) protect the Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, including the utilization of security devices or procedures designed to prevent unauthorized access to such materials, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own confidential information of a like nature, (ii) not use such Confidential Information in violation of any use restriction in this Agreement, the Distribution Agreement or any other Ancillary Agreement or any applicable Commercial Agreement, (iii) not disclose such Confidential Information to any Third Party, except, subject to applicable law, as expressly permitted under this Agreement, the Distribution Agreement or any other Ancillary Agreement, any applicable Commercial Agreement or in any other agreements entered into between the parties in writing, without the prior written consent of the Disclosing Party and (iv) not use the Confidential Information to the commercial or competitive disadvantage of the Disclosing Party. Each party shall instruct its officers, employees, agents, contractors and professional advisors (a) of its confidentiality obligations hereunder and (b) not to attempt to circumvent any such security procedures and devices. Each party’s obligation under the preceding sentence may be satisfied by the use of its standard form of confidentiality agreement, if the same reasonably accomplishes the purposes here intended.

Confidentiality and Non-Use Obligations. During the Confidentiality Period, the Receiving Party shall (i) protect the Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, including the utilization of security devices or procedures designed to prevent unauthorized access to such materials, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own confidential information of a like nature, (ii) not use such Confidential Information in violation of any use restriction in this Agreement, the Distribution Agreement or any other Ancillary Agreement or any applicable Commercial Agreement, (iii) not disclose such Confidential Information to any Third Party, except, subject to applicable law, as expressly permitted under this Agreement, the Distribution Agreement or any other Ancillary Agreement, any applicable Commercial Agreement or in any other agreements entered into between the parties in writing, without the prior written consent of the Disclosing Party and (iv) not use the Confidential Information to the commercial or competitive disadvantage of the Disclosing Party. Each party shall instruct its officers, employees, agents, contractors and professional advisors (a) of its confidentiality obligations hereunder and (b) not to attempt to circumvent any such security procedures and devices. Each party’s obligation under the preceding sentence may be satisfied by the use of its standard form of confidentiality agreement, if the same reasonably accomplishes the purposes here intended.

Confidentiality and Non-Use Obligations. During In addition to any confidentiality and non-use obligations set forth in the Confidentiality PeriodParticipant Agreement or elsewhere in these Operating Procedures, the Receiving Party shall (i) protect the be obligated to comply with this Article XI with respect to Confidential Information of the Disclosing Party. The Receiving Party by using shall: (i) treat and cause to be treated as confidential all such Confidential Information; (ii) use the same degree of care, but no less than a reasonable degree of care, including the utilization of security devices or procedures designed to prevent unauthorized access to such materialsavoid publication, to prevent the disclosure, unauthorized use, dissemination, or publication dissemination of the such Confidential Information as the Receiving Party uses employs with respect to protect its own confidential information of a like nature, importance; (iiiii) not use such Confidential Information only in violation of any use restriction in this Agreement, connection with the Distribution Agreement or any other Ancillary Agreement or any applicable Commercial Agreement, purpose for which it was provided; (iiiiv) grant access to such Confidential Information only to Representatives that have a need to know such information for the purpose for which it was provided; (v) not disclose alter, modify, decompile, disassemble, reverse engineer, translate or create derivative works from such Confidential Information; and (v) return or destroy (at Disclosing Party’s election) the Disclosing Party’s Confidential Information promptly following the Disclosing Party’s request; provided that Receiving Party shall not be under any obligation to effect any such return or destruction of such Confidential Information to any Third Party, except, subject the extent the Receiving Party or its Representatives are required to applicable law, as expressly permitted under this Agreement, the Distribution Agreement or any other Ancillary Agreement, any applicable Commercial Agreement or in any other agreements entered into between the parties in writing, without the prior written consent keep copies of the Disclosing Party and (iv) not use the such Confidential Information as a matter of legal or regulatory obligation, governmental or court order, professional or compliance rules or internal compliance rules or policies; provided, further, that the return or destroy obligation shall only apply to any documents saved in electronic form to the commercial extent that it is reasonably practicable to expunge such documents from computers, back-up systems or competitive disadvantage similar devices. Any such destruction will, upon the request of the Disclosing Party. Each party shall instruct its officers, employees, agents, contractors and professional advisors (a) of its confidentiality obligations hereunder and (b) not to attempt to circumvent any such security procedures and devices. Each party’s obligation under the preceding sentence may be satisfied by the use of its standard form of confidentiality agreement, if the same reasonably accomplishes the purposes here intendedconfirmed in writing.

Confidentiality and Non-Use Obligations. During (a) Both parties shall maintain in confidence all information received from the Confidentiality Period, the Receiving other Party concerning Interlabial Products. Neither Party shall (i) protect disclose the Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, including the utilization of security devices or procedures designed to prevent unauthorized access to such materials, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the Receiving Party uses to protect its own confidential information of a like nature, (ii) not the other Party to any Third Party or use such Confidential Information in violation information other than as permitted by the provisions of any this Agreement without that other Party's prior written consent. These obligations of confidentiality and non-use restriction in shall terminate five (5) years after the termination of this Agreement, but shall not apply to information that: (1) was known to the Distribution Agreement public or any other Ancillary Agreement or any applicable Commercial Agreement, (iii) not disclose such Confidential Information to any Third Party, except, subject the receiving Party prior to applicable law, as expressly permitted disclosure under this Agreement, ; (2) becomes known to the Distribution Agreement or any other Ancillary public through no fault of the receiving Party; (3) is disclosed to the receiving Party by a Third Party having a legal right to do so; (4) is required to be disclosed in furtherance of this Agreement, any applicable Commercial Agreement or in any other agreements entered into between the parties in writing, without the prior written consent of the Disclosing Party and (iv) not use the Confidential Information provided that efforts are made to protect confidentiality to the commercial extent feasible; or (5) is required to be disclosed to a regulatory agency or competitive disadvantage of the Disclosing Party. Each party shall instruct its officers, employees, agents, contractors and professional advisors (a) of its confidentiality obligations hereunder and pursuant to a valid court order or judgment or valid subpoena. (b) not In the event either Party or any of its Affiliated companies believes it will be or becomes legally compelled to attempt disclose any confidential information of the other Party, the Party compelled to circumvent disclose shall provide the other Party with prompt written notice of such requirement prior to any such security procedures disclosure so that the affected Party may seek a protective order or other appropriate remedy. The Party so compelled will furnish only the portion of the confidential information that is legally required and devices. Each party’s obligation under will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the preceding sentence may be satisfied by the use of its standard form of confidentiality agreement, if the same reasonably accomplishes the purposes here intendedconfidential information.