Common use of Confidentiality and Non-Use Clause in Contracts

Confidentiality and Non-Use. Except to the extent expressly authorized by this Agreement or unless otherwise agreed in writing by the parties, each party agrees that, during the Screening Term and for five (5) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information received from the other party, unless the receiving party can demonstrate by competent proof that such Confidential Information: (a) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the other party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of such Agreements; (d) is obtained by the receiving party from a third party who is lawfully in possession of such Confidential Information and is not subject to an obligation of confidentiality or non-use owed to the disclosing party; or (e) was independently discovered or developed by the receiving party without the use of Confidential Information belonging to the disclosing party.

Confidentiality and Non-Use. Except to the extent expressly authorized by this Agreement or unless otherwise agreed in writing by the parties, each 7.1 Each party agrees that, during the Screening Term and for five a period of three (53) years thereafterfrom receipt, it shall keep confidential to hold the other party's Confidential Information in strict confidence, not to disclose such Confidential Information to third parties not authorized by the disclosing party to receive such Confidential Information, and shall to disclose such Confidential Information only to its employees with a need to know such Confidential Information and who are placed under express obligations of confidentiality not publish or otherwise disclose and shall not to use such Confidential Information for any purpose other than except as provided for in this Agreement any Confidential Information received from expressly permitted hereunder. Each party agrees to take reasonable steps to protect the other party's confidential information to ensure that such Confidential Information is not disclosed, unless distributed or used in violation of the provisions of this Agreement. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent that the Confidential Information is (a) required to be disclosed by the receiving party can demonstrate as a matter of law or by competent proof order of a court, provided that such Confidential Information: (a) was already known to the receiving party, other than under an party uses reasonable efforts to provide the disclosing party with prior notice of such obligation of confidentiality, at the time of disclosure by the other party; to disclose and reasonably assists in obtaining a protective order therefor (b) was generally available to the public is or otherwise becomes a part of the public domain at the time of its disclosure to the receiving party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any no act or omission of the receiving other party in or was otherwise available to the public other than by breach of such Agreements; this Agreement; or (c) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (d) is obtained lawfully disclosed to the other party by the receiving party from a third party who is lawfully in possession of such Confidential Information and is not subject to an obligation of confidentiality without restriction on disclosure; or non-use owed to the disclosing party; or (e) was is independently discovered or developed by the receiving other party without the use of Confidential Information belonging access to the disclosing partyConfidential Information.

Confidentiality and Non-Use. Except Without the prior written consent of the Party to whom information pertains (the “Disclosing Party”), which consent shall not be unreasonably withheld or delayed, the Party with access to the extent expressly authorized by this Agreement Disclosing Party’s information (the “Receiving Party”) shall maintain in the strictest confidence and not use any information relating to the Disclosing Party, its Affiliates or unless otherwise agreed in writing by their respective properties, business, operations or prospects provided to Personnel of the parties, each party agrees that, during the Screening Term and for five (5) years thereafter, it shall keep confidential and shall not publish Receiving Party or otherwise disclose and shall not use communicated to, or obtained by, Personnel of the Receiving Party in the course of or in connection with the provision of the Services (“Confidential Information”), for any purpose other than as provided required for in this Agreement any the provision of Services hereunder, except Confidential Information received from that (w) has been generally disclosed to the other party, unless public by the receiving party can demonstrate by competent proof that such Confidential Information: Disclosing Party; (ax) was already known to the receiving partyReceiving Party prior to entering into this Agreement if the Receiving Party was not subject to any contractual, fiduciary or other than under an legal confidentiality obligation in respect of confidentiality, at the time of disclosure by the other party; such information; (by) was generally available is disclosed to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of such Agreements; (d) is obtained Receiving Party by the receiving party from a third party who is lawfully in possession of such Confidential Information and is not subject to an any contractual, fiduciary or other legal confidentiality obligation in respect of confidentiality such information; or non-use owed (z) the Receiving Party becomes legally compelled to disclose such information, in which case the Receiving Party will provide to the disclosing party; or (e) was independently discovered Disclosing Party prompt prior written notice of such legal compulsion so that the Disclosing Party may seek a protective order or developed by the receiving party without the use of Confidential Information belonging to the disclosing partyother appropriate protection.

Confidentiality and Non-Use. Except to the extent expressly authorized by this Agreement or unless otherwise agreed in writing by the parties, each party Each Party agrees that, during the Screening Term and for five (5) years a period of [***] thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement (which includes the exercise of its rights or performance of any obligations hereunder) any Confidential Information received from furnished to it by or on behalf of the other partyParty pursuant to this Agreement, unless except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties. Without limiting the foregoing, each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its employees, agents, consultants and contractors do not disclose or make any unauthorized use of such Confidential Information. Each Party shall promptly notify the other upon discovery of any unauthorized use or disclosure of the other’s Confidential Information. Any and all information and materials disclosed by a Party pursuant to the Confidentiality Agreements shall be deemed Confidential Information disclosed pursuant to this Agreement. The foregoing confidentiality and non-use obligations shall not apply to any portion of the other Party’s Confidential Information that the receiving party Party can demonstrate by competent proof that such Confidential Informationtangible evidence: (a) was already known to the receiving partyParty or its Affiliate, other than under an obligation of confidentiality, at the time of disclosure by to the other party;receiving Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party Party or its Affiliates in breach of such Agreements;this Agreement; (d) is obtained by was disclosed to the receiving party Party or its Affiliate by a Third Party who has a legal right to make such disclosure and who did not obtain such information directly or indirectly from a third party who is lawfully in possession of such Confidential Information and is not subject to an obligation of confidentiality the other Party (or non-use owed to the disclosing party; its Affiliate); or (e) was independently discovered or developed by the receiving party Party or its Affiliate without the access to or aid, application, use of the other Party’s Confidential Information belonging to the disclosing partyInformation, as evidenced by a contemporaneous writing.

Confidentiality and Non-Use. Except 4.1 For purposes of this Agreement, "Confidential Information" means (i) this Agreement and the Exhibits hereto, (ii) the Proprietary Information, (iii) the Protocols, (iv) the Research Plans, (v) the Stewardship Guidelines, and (vi) any other information disclosed by one Party or its Affiliates or their representatives to the extent expressly authorized other Party or its Affiliates or their representatives in connection with the transactions contemplated hereby and identified in writing as "confidential" or similar notation. Except as otherwise permitted by this Agreement, a Party shall not, and shall cause its Affiliates and their respective employees, consultants, agents and attorneys not to, disclose the Confidential Information of the disclosing party or its Affiliates or their representatives to any third party or use the Confidential Information except for purposes of this Agreement or unless otherwise agreed in writing by and the parties, each transactions contemplated hereby without the prior written permission of the disclosing party agrees that, during the Screening Term and for five a period of ten (510) years thereafterafter the date of disclosure; provided, it shall keep confidential that the foregoing obligations of confidentiality and restricted use shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information received from the other party, unless the receiving party can demonstrate by competent proof extend to information that such Confidential Information: is: (ai) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the other party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to receipt by the receiving party, as shown by its prior written records; (ii) properly in the public domain through no fault of the receiving party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (ciii) became generally available disclosed to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of such Agreements; (d) is obtained by the receiving party from a third party who is may lawfully in possession of such Confidential Information and is not subject to an obligation of confidentiality do so; or non-use owed to the disclosing party; or (eiv) was independently discovered or developed by or for the receiving party without the use of Confidential Information belonging to the disclosing party's Confidential Information. Researcher agrees to protect the Proprietary Information from access by unauthorized third parties; provided, that, Pioneer shall not be deemed an unauthorized third party for purposes of this Agreement.

Confidentiality and Non-Use. Except to the extent expressly authorized by this Agreement or unless otherwise agreed in writing by the parties, each party Each Party agrees that, during the Screening Term and for a period of five (5) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement (which includes the exercise of its rights or performance of any obligations hereunder) any Confidential Information received from furnished to it by or on behalf of the other partyParty pursuant to this Agreement, unless except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties. Without limiting the foregoing, each Party will use at least the same standard of care as it uses to protect is own Confidential Information to ensure that its employees, agents, consultants and contractors do not disclose or make any unauthorized use of such Confidential Information. Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the other’s Confidential Information. Any and all information and materials disclosed by a Party pursuant to that certain Confidential Disclosure Agreement between the Parties dated November 14, 2017 (the “Confidential Disclosure Agreement”) shall be deemed Confidential Information disclosed pursuant to this Agreement. The foregoing confidentiality and non-use obligations shall not apply to any portion of the other Party’s Confidential Information that the receiving party Party can demonstrate by competent proof that such Confidential Informationtangible evidence: (a) was already known to the receiving partyParty or its Affiliate, other than under an obligation of confidentiality, at the time of disclosure by the other partyParty; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party Party, its Affiliates, sublicensees or subcontractors in breach of such Agreementsthis Agreement; (d) is obtained by was disclosed to the receiving party Party or its Affiliate by a Third Party who has a legal right to make such disclosure and who did not obtain such information directly or indirectly from a third party who is lawfully in possession of such Confidential Information and is not subject to an obligation of confidentiality the other Party (or non-use owed to the disclosing partyits Affiliate); or (e) was independently discovered or developed by the receiving party Party or its Affiliate without the access to or aid, application, use of the other Party’s Confidential Information belonging to the disclosing partyInformation, as evidenced by a contemporaneous writing.

Confidentiality and Non-Use. Except to the extent expressly authorized by this Agreement or unless otherwise agreed in writing by the parties, each party agrees that, during for the Screening Term combined term of this Agreement and the Development Agreement, and for five (5) years [ * ] thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information received from the other partyInformation, unless the receiving party can demonstrate by competent proof that such Confidential Information: (a) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the other party;; * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.; (c) became generally available to the public or otherwise part of the public domain after its it disclosure and other than through any act or omission of the receiving party in breach of such Agreements; (d) is obtained by was disclosed to the receiving party from party, other than under an obligation of confidentiality to a third party, by a third party who is lawfully in possession of such Confidential Information and is not subject to an had no obligation of confidentiality or non-use owed to the disclosing partyparty not to disclose such information to others; or (e) was independently discovered or developed by the receiving party without the use of Confidential Information belonging to the disclosing party.