Common use of Confidentiality and Proprietary Information Clause in Contracts

Confidentiality and Proprietary Information. 15.1 Both Parties agree to treat Proprietary Information received from the other in accordance with the provisions of Section 222 of the Act. 15.2 Unless otherwise agreed, the obligations of confidentiality and non-use do not apply to such Proprietary Information that: 15.2.1 Was at the time of receipt, already known to the Receiving Party, free of any obligation to keep confidential and evidenced by written records prepared prior to delivery by the Disclosing Party; or 15.2.2 Is, or becomes publicly known through no wrongful act of the Receiving Party; or 15.2.3 Is rightfully received from a third party having no direct or indirect secrecy or confidentiality obligation to the Disclosing Party with respect to such information; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third party has any such obligation; or 15.2.4 Is independently developed by an agent, employee representative or Affiliate of the Receiving Party and such Party is not involved in any manner with the provision of Services pursuant to this Agreement and does not have any direct or indirect access to the Proprietary Information; or 15.2.5 Is disclosed to a third party by the Disclosing Party without similar restrictions on such third party's rights; or 15.2.6 Is approved for release by written authorization of the Disclosing Party, but only to the extent of the authorization granted; or 15.2.7 Is required to be made public or disclosed by the Receiving Party pursuant to Applicable Law or regulation or court order or lawful process when reasonable prior notice is provided to the Disclosing Party. Reasonable will be defined given the circumstances of each case. 15.3 Neither Party nor its subcontractors or agents shall use in any advertising or sales promotion, press releases, or other publicity matters any endorsements, direct or indirect quotes, or pictures that imply endorsement by the other Party or any of its employees without such first Party's prior written approval. The Parties will submit to each other for written approval, prior to publication, all publicity matters that mention or display one another's name and/or marks or contain language from which a connection to said name and/or marks may be inferred or implied; the Party to whom a request is directed shall respond promptly. Nothing herein, however, shall be construed as preventing either Party from publicly stating the fact that it has executed this Agreement with the other Party. 15.4 Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, logos, proprietary trade dress or trade names of the other Party in any advertising, press releases, publicity matters, marketing and/or promotional materials or for any other commercial purpose without prior written approval from such other Party.

Confidentiality and Proprietary Information. 15.1 Both Parties (a) In conjunction with the performance of this Agreement, Consultant and the Company may, from time to time, furnish the other Party or its Representatives (as defined below) with Confidential Information of the furnishing Party or its Representatives. Each Party agrees that it shall not disclose the other Party's Confidential Information without such other Party's prior written consent; PROVIDED, HOWEVER, a Party may disclose: (i) the other Party's Confidential Information to the receiving Party's directors, officers, employees, advisors, representatives, agents and affiliates, and their respective directors, officers, employees, advisors, representatives, agents and affiliates (collectively, "Representatives"), who need to know the Confidential Information for performance or coordination of the Services hereunder and who agree to treat Proprietary maintain the confidentiality of such Confidential Information received from the other in accordance with the provisions of Section 222 terms hereof; and (ii) any of the Act. 15.2 Unless otherwise agreed, other Party's Confidential Information that: (A) becomes generally available to the obligations of confidentiality and non-use do not apply public; (B) which a Party can demonstrate is already known to such Proprietary Information that: 15.2.1 Was Party or its Representatives at the time of receipt, already known to the Receiving Party, free of any obligation to keep confidential and evidenced by written records prepared prior to delivery disclosure by the Disclosing Partyfurnishing Party or its Representatives; or 15.2.2 Is, or becomes publicly known through no wrongful act of the Receiving Party; or 15.2.3 Is rightfully received (C) is acquired from a third party having no direct or indirect secrecy or confidentiality obligation to the Disclosing whom such receiving Party with respect to such informationdoes not reasonably believe is prohibited from making disclosure; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third party has any such obligation; or 15.2.4 Is (D) is independently developed by an agent, employee representative a Party or Affiliate its Representatives without use of any of the Receiving Party and such Party is not involved in any manner with the provision of Services pursuant to this Agreement and does not have any direct or indirect access to the Proprietary Confidential Information; or 15.2.5 Is disclosed or (E) subject to a third party by the Disclosing Party without similar restrictions on such third party's rights; or 15.2.6 Is approved for release by written authorization of the Disclosing PartySection 5 hereof, but only to the extent of the authorization granted; or 15.2.7 Is is required to be made public or disclosed by the Receiving Party pursuant to Applicable Law or comply with any applicable law, order, regulation or court order or lawful process when reasonable prior notice is provided to the Disclosing Party. Reasonable will be defined given the circumstances of each caseruling (collectively, "Law"). 15.3 Neither (b) A Party nor its subcontractors or agents shall not use in any advertising or sales promotion, press releases, or other publicity matters any endorsements, direct or indirect quotes, or pictures that imply endorsement by the other Party's Confidential Information other than for the purpose of providing or coordinating the Services under this Agreement. Each Party shall be responsible for any breach of this Agreement by it or any of its employees without such first Representatives. Upon a Party's prior request, the other Party shall return all written approvalConfidential Information of the requesting Party, except for that portion of such Confidential Information that may be found in analyses, compilations, studies or other documents prepared by, or for, the returning Party, and the returning Party and its Representatives shall not retain any copies of such written Confidential Information. The Parties will submit to each other for portion of written approval, prior to publication, all publicity matters Confidential Information that mention or display one another's name and/or marks or contain language from which a connection to said name and/or marks may be inferred found in analyses, compilations, studies or implied; other documents prepared by, or for, the returning Party, and any written Confidential Information furnished by the requesting Party not so requested or returned, will be destroyed. Any oral Confidential Information furnished to whom a request is directed Party shall respond promptlybe kept confidential subject to the terms of this Agreement. Nothing hereinNotwithstanding any provision in this Agreement to the contrary, neither Party shall be required to return, destroy or alter any of its computer archival and computer backup tapes and files ("Computer Tapes"), PROVIDED that such Computer Tapes shall be kept confidential in accordance with the terms of this Agreement. If requested by a Party, the other Party shall deliver a certificate duly executed by an authorized officer of such Party certifying as to the return or destruction of such Confidential Information. Notwithstanding the provisions of this Section 4(b), however, the receiving Party may retain in the possession of its legal counsel one copy of the analyses, compilations, studies or other documents prepared by or for the receiving Party solely to substantiate the Services rendered or coordinated under this Agreement. (c) The provisions of this Section 4 shall survive the termination of this Agreement. Money damages would not be sufficient remedy for any breach of this Section 4 by a Party, and the non-breaching Party shall be construed entitled to specific performance and injunctive relief as preventing either Party from publicly stating remedies for such breach or any threatened breach. Such remedies shall not be deemed the fact that it has executed exclusive remedies for a breach of this Agreement with the other Section 4 by a Party, but shall be in addition to all remedies available at Law or in equity to such Party. 15.4 Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, logos, proprietary trade dress or trade names of the other Party in any advertising, press releases, publicity matters, marketing and/or promotional materials or for any other commercial purpose without prior written approval from such other Party.

Confidentiality and Proprietary Information. 15.1 Both Parties agree 6.1 Each of VWR and Chemdex recognizes that it will from time to treat Proprietary time obtain certain Information received from (as defined below) concerning the other that constitutes confidential and trade secret information which would not otherwise be available to it. Consequently, each of VWR and Chemdex agrees to receive and maintain such Information in accordance with strictest confidence, and to use, disclose and distribute such information only for the purpose intended under this Agreement, subject to the confidentiality provisions hereof. For purpose of this Section 222 6.1, specific items of Information shall not be considered to fall within any of the Actexclusions set forth in Section 6.4 merely because such items are embraced by more general information which would fall within any of such exclusions. 15.2 Unless otherwise agreed6.2 Each of VWR and Chemdex agrees that access to Information of the other party shall be at all times restricted to those of its officers, employees, agents or representatives who have a need to know it or use it in the performance of their obligations pursuant to this Agreement. Each of VWR and Chemdex shall use its best efforts to ensure that its officers, employees, agents or representatives who are to receive such Information or have access thereto shall be properly advised of and be bound by its confidentiality obligations hereunder. In any case, each of VWR and Chemdex shall be responsible for the breach of these obligations by its officers, employees, agents or representatives. 6.3 Neither VWR nor Chemdex shall disclose any Information of the other to a third party without the prior written consent of the other; provided, that -------- such disclosure shall be authorized hereunder to the extent necessary for the performance of the parties' respective obligations pursuant to this Agreement. 6.4 The obligations of confidentiality VWR and non-use do Chemdex pursuant to this Article 6 shall not apply to such Proprietary any part of the Information that: 15.2.1 Was which the receiving party can show by reasonable proof (i) was at the any time of receiptdisclosure to the receiving party already in the public domain, already (ii) was generally known to the Receiving Partypublic through no fault of the receiving party, free of any obligation (iii) was known to keep confidential and evidenced by written records prepared the receiving party prior to delivery its receipt hereunder, (iv) was received by the Disclosing Party; or 15.2.2 Is, or becomes publicly known through no wrongful act of the Receiving Party; or 15.2.3 Is rightfully received receiving party from a third party having no direct or indirect secrecy or confidentiality obligation to after such disclosure, unless the Disclosing Party with respect to such information; provided receiving party knew that such Receiving Party has exercised commercially reasonable efforts to determine whether such third party has any acquired such information directly or indirectly from the other party and was not free to disclose it without violating a confidentiality obligation; or 15.2.4 Is , (v) was independently developed by an agentthe receiving party without the benefit of any disclosure hereunder, employee representative or Affiliate of (vi) was required to be divulged by the Receiving Party and such Party is not involved in any manner with the provision of Services pursuant to this Agreement and does not have any direct or indirect access to the Proprietary Information; or 15.2.5 Is disclosed receiving party to a third party under an obligation as a result of the operation of law, including pursuant to the rules and regulations promulgated by the Disclosing Party without similar restrictions on such third party's rights; or 15.2.6 Is approved for release by written authorization of the Disclosing Party, but only Securities and Exchange Commission ("SEC") with respect to the extent of the authorization granted; or 15.2.7 Is exhibits required to be made public filed in connection with filings with the SEC; provided, that the receiving party first gives the other party written -------- notice and a reasonable opportunity to oppose disclosure or disclosed by the Receiving Party pursuant to Applicable Law or regulation or court order or lawful process when reasonable prior notice is provided otherwise protect such Information. 6.5 Upon any termination of this Agreement, each of VWR and Chemdex shall immediately either return all Information (and all copies thereof) to the Disclosing Party. Reasonable will be defined given the circumstances of each caseother party, or certify in writing that all tangible Information (and copies thereof) have been destroyed. 15.3 Neither Party nor its subcontractors or agents shall use in any advertising or sales promotion, press releases, or other publicity matters any endorsements, direct or indirect quotes, or pictures that imply endorsement by the other Party or any of its employees without such first Party's prior written approval. The Parties will submit to each other for written approval, prior to publication, all publicity matters that mention or display one another's name and/or marks or contain language from which a connection to said name and/or marks may be inferred or implied; the Party to whom a request is directed shall respond promptly. Nothing 6.6 As used herein, however, shall be construed as preventing either Party from publicly stating the fact that it has executed this Agreement with the other Party. 15.4 Nothing "Information" means information in this Agreement shall grant, suggest, whatever form furnished to one party by or imply any authority for one Party to use the name, trademarks, service marks, logos, proprietary trade dress or trade names on behalf of the other Party party, which information relates in any advertisingway to the furnishing party's business including, press releaseswithout limitation (i) technical information including ideas, publicity mattersinventions, research and development work, production methods and techniques, computer programs, know- how, designs, design specifications, test equipment and procedures, equipment, processes and unpublished data, (ii) business information including personnel, staffing, costs, pricing, profits, marketing and/or promotional materials or for any data, customer data and customer lists, supplier data and supplier lists, and (iii) other commercial purpose without prior written approval from such other Partyinformation proprietary to either party held in confidence.

Confidentiality and Proprietary Information. 15.1 Both Parties agree (a) All books, records, information and data pertaining to treat Proprietary Information received from the business of the other party that are exchanged or received in accordance connection with the provisions of Section 222 of the Actthis Agreement, unless publicly available, shall be kept confidential and shall not be voluntarily disclosed to any other person, except as may be required hereunder or by law or court order. 15.2 Unless (b) All information relating to past, present and prospective "consumers" and "customers" as such terms are defined in the SEC's Regulation S-P ("SP Customers") must be maintained in strict confidence. Each party covenants and agrees that it will neither use nor disclose any information about the other's SP Customers except as necessary to fulfill its obligations under this Agreement or as otherwise agreedpermitted by law; provided however, the obligations of confidentiality and non-use do forgoing reciprocal promises to safeguard SP Customer information shall not apply to information about a party's own SP Customers, which information shall be subject only to that party's obligations under applicable laws. (c) Each party hereto acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to it by the other party hereto are the proprietary information of such Proprietary Information that: 15.2.1 Was other party and are of a confidential nature, except to the extent that such information is (a) proprietary information of the receiving party or its affiliates, (b) in the public domain, or (c) already in the possession of the receiving party at the time of receipt. The receiving party shall use commercially reasonable measures to prevent unauthorized persons from gaining access to, already known distributing, or otherwise using such proprietary information. (d) Each party shall use commercially reasonable measures to advise its employees of their obligations in connection with this Section 15. (e) The parties acknowledge that a breach of the Receiving Partyprovisions of this Section 15 may cause irreparable harm for which money damages would not be adequate compensation, free and the parties agree that injunctive relief will be appropriate for redress of any obligation to keep confidential and evidenced by written records prepared prior to delivery by the Disclosing Party; or 15.2.2 Is, or becomes publicly known through no wrongful act of the Receiving Party; or 15.2.3 Is rightfully received from a third party having no direct or indirect secrecy or confidentiality obligation to the Disclosing Party with respect to such information; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third party has any such obligation; or 15.2.4 Is independently developed by an agent, employee representative or Affiliate of the Receiving Party and such Party is not involved in any manner with the provision of Services pursuant to this Agreement and does not have any direct or indirect access to the Proprietary Information; or 15.2.5 Is disclosed to a third party by the Disclosing Party without similar restrictions on such third party's rights; or 15.2.6 Is approved for release by written authorization of the Disclosing Party, but only to the extent of the authorization granted; or 15.2.7 Is required to be made public or disclosed by the Receiving Party pursuant to Applicable Law or regulation or court order or lawful process when reasonable prior notice is provided to the Disclosing Party. Reasonable will be defined given the circumstances of each case. 15.3 Neither Party nor its subcontractors or agents shall use in any advertising or sales promotion, press releases, or other publicity matters any endorsements, direct or indirect quotes, or pictures that imply endorsement by the other Party or any of its employees without such first Party's prior written approvalbreach. The Parties will submit to each other for written approval, prior to publication, all publicity matters that mention or display one another's name and/or marks or contain language from which a connection to said name and/or marks may be inferred or implied; the Party to whom a request is directed provisions of this Section 15 shall respond promptly. Nothing herein, however, shall be construed as preventing either Party from publicly stating the fact that it has executed survive termination of this Agreement with the other PartyAgreement. 15.4 Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, logos, proprietary trade dress or trade names of the other Party in any advertising, press releases, publicity matters, marketing and/or promotional materials or for any other commercial purpose without prior written approval from such other Party.

Confidentiality and Proprietary Information. 15.1 Both Parties agree (a) All books, records, information and data pertaining to treat Proprietary Information received from the business of the other party that are exchanged or received in accordance connection with the provisions of Section 222 of the Actthis Agreement, unless publicly available, shall be kept confidential and shall not be voluntarily disclosed to any other person, except as may be required hereunder or by law or court order. 15.2 Unless (b) All information relating to past, present and prospective "consumers" and "customers" as such terms are defined in the SEC's Regulation S-P ("Customers") must be maintained in strict confidence. Each party covenants and agrees that it will neither use nor disclose any information about the other's Customers except as necessary to fulfill its obligations under this Agreement or as otherwise agreedpermitted by law; provided however, the obligations of confidentiality and non-use do forgoing reciprocal promises to safeguard Customer information shall not apply to information about a party's own Customers, which information shall be subject only to that party's obligations under applicable laws. (c) Each party hereto acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to it by the other party hereto are the proprietary information of such Proprietary Information that: 15.2.1 Was other party and are of a confidential nature, except to the extent that such information is (a) proprietary information of the receiving party or its affiliates, (b) in the public domain, or (c) already in the possession of the receiving party at the time of receipt. The receiving party shall use commercially reasonable measures to prevent unauthorized persons from gaining access to, already known distributing, or otherwise using such proprietary information. (d) Each party shall use commercially reasonable measures to advise its employees of their obligations in connection with this Section 14. (e) The parties acknowledge that a breach of the Receiving Partyprovisions of this Section 14 may cause irreparable harm for which money damages would not be adequate compensation, free and the parties agree that injunctive relief will be appropriate for redress of any obligation to keep confidential and evidenced by written records prepared prior to delivery by the Disclosing Party; or 15.2.2 Is, or becomes publicly known through no wrongful act of the Receiving Party; or 15.2.3 Is rightfully received from a third party having no direct or indirect secrecy or confidentiality obligation to the Disclosing Party with respect to such information; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third party has any such obligation; or 15.2.4 Is independently developed by an agent, employee representative or Affiliate of the Receiving Party and such Party is not involved in any manner with the provision of Services pursuant to this Agreement and does not have any direct or indirect access to the Proprietary Information; or 15.2.5 Is disclosed to a third party by the Disclosing Party without similar restrictions on such third party's rights; or 15.2.6 Is approved for release by written authorization of the Disclosing Party, but only to the extent of the authorization granted; or 15.2.7 Is required to be made public or disclosed by the Receiving Party pursuant to Applicable Law or regulation or court order or lawful process when reasonable prior notice is provided to the Disclosing Party. Reasonable will be defined given the circumstances of each case. 15.3 Neither Party nor its subcontractors or agents shall use in any advertising or sales promotion, press releases, or other publicity matters any endorsements, direct or indirect quotes, or pictures that imply endorsement by the other Party or any of its employees without such first Party's prior written approvalbreach. The Parties will submit to each other for written approval, prior to publication, all publicity matters that mention or display one another's name and/or marks or contain language from which a connection to said name and/or marks may be inferred or implied; the Party to whom a request is directed provisions of this Section 14 shall respond promptly. Nothing herein, however, shall be construed as preventing either Party from publicly stating the fact that it has executed survive termination of this Agreement with the other PartyAgreement. 15.4 Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, logos, proprietary trade dress or trade names of the other Party in any advertising, press releases, publicity matters, marketing and/or promotional materials or for any other commercial purpose without prior written approval from such other Party.

Confidentiality and Proprietary Information. 15.1 Both Parties agree 8.1 During the Term of this Agreement and for two (2) years thereafter, each Party shall regard and preserve as confidential all information related to treat Proprietary Information received from the business of the other Party, or its parent, subsidiaries, or affiliated companies which is clearly labeled as "proprietary or confidential" ("Confidential Information"). Each Party agrees not to disclose any such Confidential information without first obtaining the other Party's prior written consent. In addition, Customer agrees not to disclose the existence of this Agreement or any of the terms thereof, or refer to Teleglobe (or any of its affiliates) in accordance connection with the provisions of Section 222 Services. 8.2 Each Party shall provide the same care to avoid disclosure or an unauthorized use of the ActConfidential information as it provides to protect its own Confidential information. It is agreed that access to all Confidential information shall be limited to only such employees or agents of thee Customer who need to know such information for purposes of fulfilling the obligations required by this Agreement. 15.2 Unless otherwise agreed8.3 All Confidential information shall remain the property of the Party releasing it, and such Confidential information, including all copies thereof, shall be returned to the obligations other Party or destroyed, upon request, upon termination of confidentiality and non-use do not apply this Agreement. 8.4 Notwithstanding the foregoing, neither Party shall have any obligation with respect to Confidential information to the extent, but only to the extent, that such Proprietary Information thatinformation: 15.2.1 Was at (i) is already in the time possession of receipt, already known to the Receiving such Party, free of from any obligation to keep confidential and evidenced by written records prepared prior to delivery by the Disclosing Party; orsuch information confidential; 15.2.2 Is, (ii) is or becomes publicly known through no wrongful act of the Receiving Party; ora Party or any third party; 15.2.3 Is (iii) is rightfully received from a third party having no direct or indirect secrecy or confidentiality without restriction and without breach of any obligation to the Disclosing Party with respect to such information; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third party has any such obligation; orof confidentiality; 15.2.4 Is (iv) is independently developed by an agent, employee representative or Affiliate without use of the Receiving Party and such Party is not involved in any manner with the provision of Services pursuant to this Agreement and does not have any direct or indirect access to the Proprietary Information; or 15.2.5 Is disclosed to a third party by the Disclosing Party without similar restrictions on such third party's rights; or 15.2.6 Is approved for release by written authorization of the Disclosing Party, but only to the extent of the authorization granted; or 15.2.7 Is required to be made public or disclosed by the Receiving Party pursuant to Applicable Law or regulation or court order or lawful process when reasonable prior notice is provided to the Disclosing Party. Reasonable will be defined given the circumstances of each case. 15.3 Neither Party nor its subcontractors or agents shall use in any advertising or sales promotion, press releases, or other publicity matters any endorsements, direct or indirect quotes, or pictures that imply endorsement by the other Party or any of its employees without such first Party's prior written approval. The Parties will submit to each other for written approval, prior to publication, all publicity matters that mention or display one another's name and/or marks or contain language from which a connection to said name and/or marks may be inferred or implied; the Party to whom a request is directed shall respond promptly. Nothing herein, however, shall be construed as preventing either Party from publicly stating the fact that it has executed this Agreement with the other Party. 15.4 Nothing in this Agreement shall grant, suggest, or imply any authority for one Party to use the name, trademarks, service marks, logos, proprietary trade dress or trade names Confidential information of the other Party in and/or its affiliates; or (v) must be disclosed pursuant to a court order or as required by any advertising, press releases, publicity matters, marketing and/or promotional materials or for any other commercial purpose without prior written approval from competent governmental authority having jurisdiction over such other Party.

Confidentiality and Proprietary Information. 15.1 Both Parties agree 7.1 It is understood and agreed that the information developed by or communicated to treat Proprietary Information received from Xxxxxxx Xxxxxx in the other in accordance with the provisions of Section 222 performance of the ActServices is of a highly confidential nature and Xxxxxxx Xxxxxx agrees that, unless the prior written approval of Response has been obtained, neither Xxxxxxx Xxxxxx nor any persons or entities in the employ or control of Xxxxxxx Xxxxxx will make any use of, nor make any oral or written disclosure of, such information, directly or indirectly, either during or after the Term, except to persons, including employees and authorized agents of Response and/or its affiliates, who may be designated by Response to work with such persons or entities. 15.2 Unless otherwise agreed, the obligations of 7.2 The confidentiality and non-use do restriction set out above does not apply to such Proprietary Information thatinformation which: 15.2.1 Was (a) has been in the public domain prior to such disclosure; (b) becomes part of the public domain through no breach of an obligation by Xxxxxxx Xxxxxx or its employees or agents, to whom Xxxxxxx Xxxxxx has disclosed the same; (c) is provided to Xxxxxxx Xxxxxx by others or a third party who was or is not under an obligation of confidence to Response at the time of receipt, already known the disclosure to the Receiving Party, free of any obligation to keep confidential and evidenced by written records prepared prior to delivery by the Disclosing PartyXxxxxxx Xxxxxx; or 15.2.2 Is, (d) is required to be disclosed by law or becomes publicly known through no wrongful act of the Receiving Party; or 15.2.3 Is rightfully received from a third party having no direct regulation or indirect secrecy or confidentiality obligation to the Disclosing Party with respect to such information; provided that such Receiving Party has exercised commercially reasonable efforts to determine whether such third party has any such obligation; or 15.2.4 Is independently developed by an agent, employee representative or Affiliate of the Receiving Party and such Party is not involved in any manner with the provision of Services pursuant to this Agreement and does not have any direct or indirect access to the Proprietary Information; or 15.2.5 Is disclosed response to a third party by the Disclosing Party without similar restrictions on such third party's rights; or 15.2.6 Is approved for release by written authorization valid order of the Disclosing Partya court or other governmental body, but only to the extent of and for the authorization granted; orpurpose of such law, regulation or order, but then only if Xxxxxxx Xxxxxx first notifies Response of the required disclosure and cooperates reasonably with Response’s efforts to contest or limit the scope of such order. 15.2.7 Is 7.3 Xxxxxxx Xxxxxx shall disclose such confidential information only to employees or agents who need to know such information in order to carry out the duties required to be made public or disclosed by perform the Receiving Party pursuant Services, and then only after such persons have agreed to Applicable Law or regulation or court order or lawful process when reasonable prior notice is provided maintain the confidentiality of the information and to use the Disclosing Party. Reasonable will be defined given information only for the circumstances of each casepurposes set out in this Agreement. 15.3 7.4 Neither Party shall disclose any terms or conditions of this Agreement or its purpose, nor its subcontractors or agents shall use in any advertising or sales promotion, press releases, or other publicity matters any endorsements, direct or indirect quotes, or pictures that imply endorsement by the name of the other Party or Party, nor any of its employees affiliates, directors, officers, employees, subcontractors or agents, in any publicity, advertising, or news release without such first Party's the prior written approval. The Parties will submit to each other for written approval, prior to publication, all publicity matters that mention or display one another's name and/or marks or contain language from which a connection to said name and/or marks may be inferred or implied; the Party to whom a request is directed shall respond promptly. Nothing herein, however, shall be construed as preventing either Party from publicly stating the fact that it has executed this Agreement with the approval of an authorized representative of such other Party. 15.4 Nothing in 7.5 Without limiting the generality of any of the foregoing, Xxxxxxx Xxxxxx shall not publish or present the data and information that may be generated or derived as the result of the Services performed by Xxxxxxx Xxxxxx under this Agreement without the prior written consent of Response. For greater certainty, publications or presentations shall grantinclude but are not limited to presentations at symposia, suggestnational, or imply regional professional meetings, and publications in journals, theses, or dissertations. 7.6 Xxxxxxx Xxxxxx acknowledges that any authority for one Party to use the name, trademarks, service marks, logos, proprietary trade dress or trade names violation of any of the other Party provisions of this Article 7 or the preceding Article 6 may result in any advertisingimmediate and irreparable damage to Response and agrees that in the event of such violation, press releasesResponse shall, publicity matters, marketing and/or promotional materials or for in addition to any other commercial purpose without prior written approval from such other Partyright, relief, or remedy available at law, be entitled to any equitable relief that any court of competent jurisdiction may deem just and proper.