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

Confidentiality and Non-Use Obligations. Without limiting the terms of this Agreement, the Receiving Party will: (i) keep all Confidential Information of the Disclosing Party confidential and not use such Confidential Information except as necessary to perform the Receiving Party’s obligations and/or exercise its rights under this Agreement; (ii) use the same degree of care the Receiving Party uses to protect its own Confidential Information to prevent the unauthorized use or disclosure of the Disclosing Party’s Confidential Information, but in no event less than a commercially reasonable degree of care; and (iii) not disclose, reveal or otherwise make available the Disclosing Party’s Confidential Information to anyone except to: (a) its Affiliates; (b) its employees, agents, and representatives; and (c) its attorneys, auditors, regulatory authorities, accountants and other professional advisors, in each case (i.e., (a) through (c) above), who have a bona fide need to know such information, and on the condition that the Receiving Party informs such persons and/or entities of the obligations under this Agreement and such persons and/or entities are subject to obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as those set forth in this Agreement. The Receiving Party will promptly notify the Disclosing Party of any use or disclosure of the Disclosing Party’s Confidential Information not permitted by this Agreement of which the Receiving Party becomes aware and fully cooperate with the Disclosing Party to protect the Disclosing Party’s Confidential Information.

Confidentiality and Non-Use Obligations. Without limiting the terms of this Agreement, the Receiving Party will: (i) keep all Confidential Information of the Disclosing Party confidential and not use such Confidential Information except as necessary to perform the Receiving Party’s obligations and/or exercise its rights under this Agreement; (ii) use the same degree of care the Receiving Party uses to protect its own Confidential Information to prevent the unauthorized use or disclosure of the Disclosing Party’s Confidential Information, but in no event less than a commercially reasonable degree of care; and (iii) not disclose, reveal or otherwise make available the Disclosing Party’s Confidential Information to anyone except to: (a) its Affiliates; (b) its employees, agents, and representatives; and (c) its attorneys, auditors, regulatory authorities, accountants accountants, and other professional advisors, in each case (i.e., (a) through (c) above), who have a bona fide need to know such information, and on the condition that the Receiving Party informs such persons and/or entities of the obligations under this Agreement and such persons and/or entities are subject to obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as those set forth in this Agreement. The Receiving Party will promptly notify the Disclosing Party of any use or disclosure of the Disclosing Party’s Confidential Information not permitted by this Agreement of which the Receiving Party becomes aware and fully cooperate with the Disclosing Party to protect the Disclosing Party’s Confidential Information.

Confidentiality and Non-Use Obligations. Without limiting The receiving Party agrees that, for a period of five (5) years from the date of its receipt of Confidential Information from the disclosing Party, or for such longer period as specified in Section 5 below, (i) it will use the Confidential Information solely in connection with its evaluation of potential agreements, business discussions and actual agreements with the other Party, and the receiving Party’s proper exercise of its rights and obligations under such agreements; and (ii) it will not distribute, disclose or disseminate Confidential Information to anyone except its Affiliates, and to employees, agents, and advisors (collectively, “Representatives”) who need to know such Confidential Information for the Purpose, provided that such parties have been informed of and have agreed to abide by the terms of this Agreement, the Receiving Party will: Agreement (i) keep all Confidential Information of the Disclosing Party confidential and not use such Confidential Information except or in accordance with confidentiality terms at least as necessary to perform the Receiving Party’s obligations and/or exercise its rights under restrictive as those contained in this Agreement; (ii) ). The receiving Party will use the same degree care and discretion to avoid disclosure, publication, or dissemination of care the Receiving Party Confidential Information as it uses to protect with its own Confidential Information information of similar sensitivity that it does not wish to prevent the unauthorized use or disclosure of the Disclosing Party’s Confidential Informationdisclose, but in no event less than a commercially reasonable degree of care. The receiving Party shall be liable for any breach of this Agreement by its Representatives. An “Affiliate” of a Party means an entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Party; and the term “control” (iiiincluding the terms “controlled by” and “under common control with”) not disclosemeans the possession, reveal directly or otherwise make available the Disclosing Party’s Confidential Information to anyone except to: (a) its Affiliates; (b) its employeesindirectly, agents, and representatives; and (c) its attorneys, auditors, regulatory authorities, accountants and other professional advisors, in each case (i.e., (a) through (c) above), who have a bona fide need to know such information, and on the condition that the Receiving Party informs such persons and/or entities of the obligations under this Agreement and such persons and/or entities are subject power to obligations of confidentiality and non-use at least as protective direct or cause the direction of the Disclosing Party’s Confidential Information as those set forth in this Agreement. The Receiving Party will promptly notify the Disclosing Party management and policies of any use an entity, whether through ownership of voting stock, ownership interest or disclosure of the Disclosing Party’s Confidential Information not permitted securities, by this Agreement of which the Receiving Party becomes aware and fully cooperate with the Disclosing Party to protect the Disclosing Party’s Confidential Informationcontract or otherwise.

Confidentiality and Non-Use Obligations. Without limiting the terms of this Agreement, The Receiving Party agrees that all Confidential Information disclosed to the Receiving Party will: (i) keep all Confidential Information or any of its Affiliates by the Disclosing Party confidential and or any of its Affiliates (a) will not use such Confidential Information be used by the Permitted Recipients except as authorized under this Agreement and to the extent necessary to perform further the purposes of this Agreement and (b) will be maintained in confidence by the Receiving Party and such Party’s obligations and/or exercise its rights under this Agreement; (ii) use the same Affiliates, with a degree of care that is not less than the Receiving Party uses typically exercises with respect to protect its own most valuable Confidential Information to prevent the unauthorized use or disclosure of and in any case with not less than reasonable care. The Receiving Party will provide, upon the Disclosing Party’s Confidential Informationrequest, but in no event less than a commercially reasonable degree of care; certification that access to and (iii) not disclose, reveal or otherwise make available the Disclosing Party’s Confidential Information to anyone except to: (a) its Affiliates; (b) its employees, agents, and representatives; and (c) its attorneys, auditors, regulatory authorities, accountants and other professional advisors, in each case (i.e., (a) through (c) above), who have a bona fide need to know such information, and on the condition that the Receiving Party informs such persons and/or entities of the obligations under this Agreement and such persons and/or entities are subject to obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as those set forth is being controlled in accordance with this Agreement. The Notwithstanding any other provision of this Agreement, disclosure of Confidential Information will not be prohibited to the extent required to comply with Applicable Laws, or with a valid court or administrative order, provided that the Receiving Party will promptly (i) notify the Disclosing Party of any use such disclosure requirement or disclosure of request as soon as practicable (and to the extent that it is legally able to do so); (ii) cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s Confidential Information not permitted by this Agreement of which the Receiving Party becomes aware and fully cooperate with the Disclosing Party to protect cost) in seeking, at the Disclosing Party’s election, a protective order or other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential InformationInformation which is responsive to such requirement or request. If either Party becomes obliged to provide testimony or records regarding this Agreement in any legal or administrative proceeding relating to the other Party, such other Party will reimburse such Party for its reasonable out-of-pocket costs plus a reasonable hourly fee for its employees or representatives at such Party’s standard commercial rates.