Common use of Confidentiality and Use Clause in Contracts

Confidentiality and Use. 8.1 To the extent permitted by law, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use the Confidential Information of the other Party in furtherance of performing or carrying out their respective obligations and duties under this Agreement or as otherwise expressly permitted herein. Except as expressly permitted herein, neither Party shall disclose the other Party’s Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information which: (a) is publicly available prior to the date of this Agreement or becomes publicly available thereafter through no wrongful act of the receiving Party; (b) was known to the receiving Party prior to the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the information; (c) the receiving Party can demonstrate, through written documentation, was in the receiving Party’s rightful possession on a non-confidential basis prior to disclosure by the providing Party hereunder; (d) the receiving Party can demonstrate, through written documentation, is disclosed to the receiving Party without restriction on further disclosure; or (e) the receiving Party can demonstrate, through written documentation, is independently developed without the use of the providing Party’s Confidential Information. (f) The receiving Party may disclose the providing Party’s Confidential Information to the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Date.

Confidentiality and Use. 8.1 8.1. To the extent permitted by law, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use the Confidential Information of the other Party in furtherance of performing or carrying out their respective obligations and duties under this Agreement or as otherwise expressly permitted herein. Except as expressly permitted herein, neither Party shall disclose the other Party’s Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]Agreement. Confidential Information does not include information which: (a) is publicly available prior to the date of this Agreement or becomes publicly available thereafter through no wrongful act of the receiving Party; (b) was known to the receiving Party prior to the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the information; (c) the receiving Party can demonstrate, through written documentation, was in the receiving Party’s rightful possession on a non-confidential basis prior to disclosure by the providing Party hereunder; (d) the receiving Party can demonstrate, through written documentation, is disclosed to the receiving Party without restriction on further disclosure; or; (e) the receiving Party can demonstrate, through written documentation, is independently developed without the use of the providing Party’s Confidential Information.; (f) The receiving Party may disclose the providing Party’s Confidential Information to the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such disclosure; or or (iig) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. 8.2. For each Research Plan, the The obligations of confidentiality and non-non use under this Section 8 shall continue for [***] five (5) years from after the applicable Research Plan Execution Effective Date.

Confidentiality and Use. 8.1 To (a) All Confidential Information shall be maintained in confidence by the extent permitted by lawReceiving Party, which shall use the same degree of care, but no less than a reasonable degree of care, in handling and safeguarding Confidential Information that it uses in handling and safeguarding its own confidential information. Except as otherwise expressly provided in this Agreement, the Parties Receiving Party shall safeguard not disclose to any third party the other Disclosing Party’s Confidential Information against disclosure to third parties with without the same degree prior written consent of care as it exercises with its own data of a similar naturethe Disclosing Party. Moffitt and Company agree The Receiving Party shall not to disclose use the Disclosing Party’s Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality)for any purpose other than the Purpose. The Parties shall use recognize that if, after fulfilling the Confidential Information of Purpose, they decide to collectively pursue a business transaction or relationship together, then a new or amended confidentiality agreement would be required between the other Party in furtherance of performing or carrying out their respective obligations and duties under this Agreement or as Parties unless otherwise expressly permitted herein. Except as expressly permitted herein, neither Party shall disclose mutually agreed at the other Party’s Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information which: (a) is publicly available prior to the date of this Agreement or becomes publicly available thereafter through no wrongful act of the receiving Party;time. (b) was known Access to and use of Confidential Information shall be restricted to those employees and persons within the receiving Party prior to the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the information; (c) the receiving Party can demonstrate, through written documentation, was in the receiving Receiving Party’s rightful possession on organization, including its affiliates and consultants, who (1) have a need to use the information to fulfill the Purpose and (2) are subject to a non-confidential basis prior disclosure or confidentiality obligations pursuant to employment or engagement which are no less stringent than this Agreement (collectively, “Representatives”); provided, however, that a disclosure of Confidential Information by a Receiving Party’s Representative shall be deemed under this Agreement a disclosure by the providing Receiving Party hereunder; (d) itself, and the receiving Receiving Party can demonstrate, through written documentation, is disclosed to the receiving shall be responsible for any violations of this Agreement by its Representatives. The Receiving Party without restriction on further disclosure; or (e) the receiving Party can demonstrate, through written documentation, is independently developed without the use shall inform such Representatives of the providing Party’s confidential nature of the Confidential Information. (fc) The receiving Party may disclose the providing Party’s Confidential Information to the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of If a court or administrative body of competent jurisdiction or a facially valid administrativegovernment agency with jurisdiction over the Receiving Party legally requires the disclosure of Confidential Information, legislative to the extent legally permitted to do so, the Receiving Party shall notify the Disclosing Party prior to disclosing Confidential Information and shall (at the Disclosing Party’s cost) cooperate with the Disclosing Party if the Disclosing Party elects to legally contest, request confidential treatment, or otherwise avoid such disclosure. In the event that no protective order or other subpoena or pursuant remedy is obtained, then the Receiving Party may disclose only that portion of the Confidential Information which the Receiving Party is advised by counsel is legally required to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Datebe disclosed.

Confidentiality and Use. 8.1 To the extent permitted by lawAs a condition to being provided with any disclosure of or access to Confidential Information, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use the Confidential Information of the other Receiving Party in furtherance of performing or carrying out their respective obligations and duties under this Agreement or as otherwise expressly permitted herein. Except as expressly permitted herein, neither Party shall disclose the other Party’s Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information whichshall: (a) is publicly available prior not access or use, or permit the access or use of, Confidential Information other than as necessary to the date of exercise its rights or perform its obligations under and in accordance with this Agreement or becomes publicly available thereafter through no wrongful act of the receiving PartyAgreement; (b) was known not use or permit the use of any of the Disclosing Party’s Confidential Information, directly or indirectly, in any manner to the receiving detriment of the Disclosing Party prior or to obtain any competitive advantage over the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the informationDisclosing Party; (c) except as may be permitted by and subject to its compliance with Section 10.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the receiving Party can demonstrate, through written documentation, was in the receiving Receiving Party’s rightful possession on a non-exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential basis prior to disclosure nature of the Confidential Information and the Receiving Party’s obligations under this Section 10.4; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the providing Party hereunderConfidential Information as the terms set forth in this Section 10.4; (d) safeguard the receiving Party can demonstrateConfidential Information from unauthorized use, through written documentation, is disclosed access or disclosure using at least the degree of care it uses to the receiving Party without restriction on further disclosure; orprotect its sensitive information and in no event less than a reasonable degree of care; (e) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the receiving Party can demonstrate, through written documentation, is independently developed without the use terms of the providing Party’s Confidential Information.this Section 10; and (f) The receiving notify the Disclosing Party may disclose in writing promptly any unauthorized disclosure or use of the providing Disclosing Party’s Confidential Information to and cooperate with the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Disclosing Party to give protect the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Dateownership of all Intellectual Property Rights, privacy rights and other rights therein.

Confidentiality and Use. 8.1 To the extent permitted by law, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt Each Receiving Party recognizes and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use agrees that the Confidential Information of the other Disclosing Party in furtherance of performing or carrying out their respective obligations is critical to the Disclosing Party’s business and duties under that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Section 10 and elsewhere in this Agreement. As a condition to being provided with any disclosure of or as otherwise expressly permitted herein. Except as expressly permitted hereinaccess to Confidential Information, neither the Receiving Party shall disclose the other Party’s Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information whichfor 1 year: (a) is publicly available prior not access or use, or permit the access or use of, Confidential Information other than as necessary to the date of exercise its rights or perform its obligations under and in accordance with this Agreement or becomes publicly available thereafter through no wrongful act of the receiving PartyAgreement; (b) was known [not use or permit the use of any of the Disclosing Party’s Confidential Information, directly or indirectly, in any manner to the receiving detriment of the Disclosing Party prior or to obtain any competitive advantage over the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the informationDisclosing Party]; (c) except as may be permitted by and subject to its compliance with Section 10.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the receiving Party can demonstrate, through written documentation, was in the receiving Receiving Party’s rightful possession on a non-exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential basis prior to disclosure nature of the Confidential Information and the Receiving Party’s obligations under this Section 10.4; and (iii) are bound by [written] confidentiality and restricted use obligations at least as protective of the providing Party hereunderConfidential Information as the terms set forth in this Section 10.4; (d) safeguard the receiving Party can demonstrateConfidential Information from unauthorized use, through written documentation, is disclosed access or disclosure using at least the degree of care it uses to the receiving Party without restriction on further disclosure; orprotect its most sensitive information and in no event less than a reasonable degree of care; (e) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the receiving Party can demonstrate, through written documentation, is independently developed without the use terms of the providing Party’s Confidential Information.this Section 10; and (f) The receiving notify the Disclosing Party may disclose in writing promptly any unauthorized disclosure or use of the providing Disclosing Party’s Confidential Information to and cooperate with the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Disclosing Party to give protect the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Dateownership of all Intellectual Property Rights, privacy rights and other rights therein.

Confidentiality and Use. 8.1 To the extent permitted by law, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt Each Receiving Party recognizes and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party's business and that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Section 5.4 and elsewhere in this Agreement. The Receiving Party shall use, and ensure that its representatives and Affiliates use, reasonable care that is at least as protective as the efforts it uses with respect to its own confidential information to safeguard the Disclosing Party's Confidential Information from use or disclosure other Party in furtherance of performing or carrying out their respective obligations and duties than as permitted under this Agreement or as otherwise expressly permitted hereinAgreement. Except as expressly permitted hereinWithout limiting the foregoing, neither the Receiving Party shall disclose the maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other Party’s Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented than in accordance with Section 4.2this Agreement. As a condition to being provided with such Confidential Information, the Receiving Party agrees that, during the Term and for five (b)5) years thereafter, prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information which:it will (a) is publicly available prior to not use or permit the date of this Agreement or becomes publicly available thereafter through no wrongful act use of the receiving Disclosing Party's Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; (b) was known not use or permit the use of any of the Disclosing Party's Confidential Information, directly or indirectly, in any manner to the receiving detriment of the Disclosing Party prior or to obtain any competitive advantage over the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the informationDisclosing Party; (c) maintain the receiving Disclosing Party's Confidential Information in strict confidence and, subject to Section 5.6, not disclose or make available the Disclosing Party's Confidential Information to any Person without the Disclosing Party's prior written consent, provided, however, that the Receiving Party can demonstratemay disclose the Confidential Information to its representatives and Affiliates who: (i) have a "need to know" for purposes of any performance, through or exercise of any rights with respect to such Confidential Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Confidential Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Confidential Information under this Section 5.4; and (iii) are themselves bound by written documentationrestricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, was in provided, further, that the receiving Party’s rightful possession on a non-confidential basis prior to disclosure Receiving Party shall be responsible for ensuring its Representatives' compliance with, and shall be liable for any breach by the providing Party hereunder;its Representatives, of this S ection 5.4; and (d) notify the receiving Disclosing Party can demonstrate, through written documentation, is disclosed to the receiving Party without restriction on further disclosure; or in writing within three (e3) the receiving Party can demonstrate, through written documentation, is independently developed without the Business Days of any unauthorized disclosure or use of the providing Disclosing Party’s Confidential Information. (f) The receiving Party may disclose the providing Party’s 's Confidential Information to and cooperate with the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Disclosing Party to give protect the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Dateownership of all Intellectual Property Rights, privacy rights and other rights therein.

Confidentiality and Use. 8.1 To 16.1. LICENSEE shall hold all parts of the extent permitted by lawAT&T SOURCE SOFTWARE subject to this Agreement in confidence for AT&T during the term of this Agreement, the Parties and if this Agreement is terminated for any reason, for a period extending five years beyond LICENSEE's return or certified destruction of AT&T SOURCE SOFTWARE. LICENSEE further agrees that it shall safeguard the other Party’s Confidential Information against not make any disclosure of any or all of such all copies AT&T SOURCE SOFTWARE (including methods or concepts utilized therein) to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt and Company agree not to disclose Confidential Information to others (anyone, except to their employees, agents, independent contractors, consultants, or affiliates who employees and contractors of LICENSEE to whom such disclosure is necessary for the uses for which rights are bound granted hereunder. LICENSEE shall appropriately notify each employee and contractor to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by a like obligation of confidentiality)such employees and contractor. 16.2. The Parties shall use Notwithstanding anything to the Confidential Information of the other Party in furtherance of performing or carrying out their respective obligations and duties under this Agreement or as otherwise expressly permitted herein. Except as expressly permitted contrary herein, neither Party party shall disclose have the other Party’s Confidential Information. [***]. Moffitt shall not disclose obligation to preserve the confidentiality of any Data to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to information if such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information whichinformation: (a) is publicly available prior 16.2.1. was previously known to the date receiving party free of this Agreement any obligation to keep it confidential as evidenced by documentation in such party's possession; or 16.2.2. is or becomes publicly available thereafter through no wrongful act by other than unauthorized disclosure by the receiving party; or 16.2.3. is developed by or on behalf of the receiving Party;party independent of this Agreement; or (b) was known to 16.2.4. is received by the receiving Party prior to the date of disclosure or becomes known to the receiving Party thereafter party from a third party having a bona fide right to disclose whose disclosure does not violate any confidentiality obligation with the information; (c) the receiving Party can demonstratedisclosing party, through written documentation, was in the receiving Party’s rightful possession on a non-confidential basis prior to disclosure by the providing Party hereunder; (d) the receiving Party can demonstrate, through written documentation, is disclosed to the receiving Party without restriction on further disclosureor with that party; or 16.2.5. is approved for release by written authorization by the disclosing party; or 16.2.6. is lawfully required for use by a governmental agency or in a court proceeding, or must be disclosed by operation of law. 16.3. LICENSEE agrees that it will not use AT&T SOURCE SOFTWARE subject to this Agreement except as authorized herein and that it will not make, have made, or permit to be made any copies AT&T CONFIDENTIAL of such AT&T SOURCE SOFTWARE except for use at DESIGNATED SITES for such AT&T SOURCE SOFTWARE (e) including backup and archive copies necessary in connection with such use). Each such copy shall contain any copyright notice, proprietary notice, or notice giving credit to another developer, which appears on or in the receiving Party can demonstrate, through written documentation, is independently developed without AT&T SOURCE SOFTWARE being copied. Specific instructions regarding such notices may also appear in the use Exhibits of the providing Party’s Confidential InformationSupplement for certain AT&T SOURCE SOFTWARE. (f) The receiving Party may disclose the providing Party’s Confidential Information to the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Date.

Confidentiality and Use. 8.1 To the extent permitted by law, the Parties A Party shall safeguard the other Party’s Confidential Information against disclosure not disclose to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, any person or affiliates who are bound by a like obligation of confidentiality). The Parties shall use the issue any press release or otherwise publish any Confidential Information of the other Party by any means or in furtherance any form other than any disclosure expressly permitted by this Agreement. A Party shall not use any Confidential Information of performing the other Party for any purpose, including taking measures that would avoid creating a premature bar to a US or carrying out their respective obligations and duties under foreign patent application or any other use detrimental to the other Party, other than any use that is expressly permitted by this Agreement or as otherwise expressly permitted hereinany use that is necessary for the recipient Party to perform its obligations under this Agreement. Except as expressly permitted herein, neither Each Party shall employ the same reasonable safeguards in receiving, storing, transmitting, and using proprietary confidential information that prudent organizations normally exercise with respect to their own property of significant value. A Party may disclose the other Party’s Confidential Information. [***]. Moffitt shall not disclose any Data Information to any third parties until the earlier of the following: (a) its Affiliates and its and their respective directors, officers, employees and professional advisers (“Representatives”) solely on a need to know basis in connection with the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information which: (a) is publicly available prior to the date purposes of this Agreement or becomes publicly available thereafter through no wrongful act the Reseller Agreement, provided that each such Representative agrees to be bound by the terms of the receiving Party; this Section or (b) was known the other Party or such other Party’s Representatives. A Party shall be liable for any breach of this Section by any of its Representatives. If a Party or any of its Representatives is required by law or regulation or otherwise becomes legally compelled (by deposition, interrogatory, request for information or documents, subpoena, civil investigative demand, governmental agency action or similar process) to disclose any Confidential Information of the other Party to a person not otherwise permitted to receive such Confidential Information, then, any disclosure pursuant thereto shall not breach this Agreement if it complies with the provisions in the next two sentences. To the extent legally permissible, such Party and/or such of its Representatives, as the case may be, shall provide such other Party with prompt written notice of such legal requirement or compulsion and shall cooperate with such other Party in seeking a protective order or other appropriate remedy. If such protective order or other remedy is not obtained or reasonably obtainable, or if such other Party waives compliance with the provisions hereof, then the legally compelled Party or Representative, as the case may be, (i) may disclose to the receiving person compelling disclosure only that portion of such Confidential Information that such Party prior or Representative is advised by opinion of its legal counsel is legally required to the date of disclosure or becomes known be disclosed and (ii) shall exercise its reasonable commercial efforts to the receiving Party thereafter from a third party having a bona fide right to disclose the information; (c) the receiving Party can demonstrate, through written documentation, was in the receiving Party’s rightful possession on a non-ensure that such Confidential Information so disclosed will be accorded confidential basis prior to disclosure by the providing Party hereunder; (d) the receiving Party can demonstrate, through written documentation, is disclosed to the receiving Party without restriction on further disclosure; or (e) the receiving Party can demonstrate, through written documentation, is independently developed without the use of the providing Party’s Confidential Information. (f) The receiving treatment. A Party may disclose Confidential Information it determines is necessary or appropriate to disclose in any legal proceeding to enforce its rights against the providing Partyother Party or defend any claim by the other Party arising under this Agreement; provided such Party exercises its reasonable commercial efforts to ensure that such Confidential Information so disclosed will be accorded confidential treatment. Upon the occurrence of a Change in Control, without limiting Vital Images’ other obligations herein, Toshiba shall have the right to request that Vital Images implement, and upon such request Vital Images shall implement promptly, such additional reasonable policies and procedures designed to protect Toshiba’s Confidential Information to the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Date.any technical information related to

Confidentiality and Use. 8.1 To the extent permitted by law, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt The Receiving Party recognizes and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party's business and that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Agreement. The Receiving Party shall use, and ensure that its Representatives use, reasonable care that is at least as protective as the efforts it uses with respect to its own confidential information to safeguard the Disclosing Party's Confidential Information from use or disclosure other Party in furtherance of performing or carrying out their respective obligations and duties than as permitted under this Agreement or as otherwise expressly permitted hereinAgreement. Except as expressly permitted hereinWithout limiting the foregoing, neither the Receiving Party shall disclose the maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other Party’s than in accordance with this Agreement. As a condition to being provided with such Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until , the earlier of the following: Receiving Party agrees that it will (a) not use or permit the date it is published and/or publicly presented in accordance with Section 4.2, use of the Disclosing Party's Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; (b), ) maintain the Disclosing Party's Confidential Information in strict confidence and not disclose or make available the Disclosing Party's Confidential Information to any person or entity without the Disclosing Party's prior written approval consent, provided, however, that the Receiving Party may disclose the Confidential Information to its Representatives who: (i) have a "need to know" for purposes of Company any performance, or exercise of any rights with respect to such DataConfidential Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Confidential Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Confidential Information under this Agreement; and (iii) are themselves bound by written restricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, provided, further, that the Receiving Party shall be responsible for ensuring its Representatives' compliance with, and shall be liable for any breach by its Representatives, of this Agreement and (c) [***] years from notify the applicable Research Plan Execution Date. [***]. Confidential Information does not include information which: (a) is publicly available prior to the date Disclosing Party in writing promptly of this Agreement or becomes publicly available thereafter through no wrongful act of the receiving Party; (b) was known to the receiving Party prior to the date of any unauthorized disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the information; (c) the receiving Party can demonstrate, through written documentation, was in the receiving Party’s rightful possession on a non-confidential basis prior to disclosure by the providing Party hereunder; (d) the receiving Party can demonstrate, through written documentation, is disclosed to the receiving Party without restriction on further disclosure; or (e) the receiving Party can demonstrate, through written documentation, is independently developed without the use of the providing Disclosing Party’s Confidential Information. (f) The receiving Party may disclose the providing Party’s 's Confidential Information to and cooperate with the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Disclosing Party to give protect the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Dateownership of all Intellectual Property Rights, privacy rights and other rights therein.

Confidentiality and Use. 8.1 To the extent permitted by law, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt Each Receiving Party recognizes and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use agrees that the Confidential Information of the other Disclosing Party in furtherance of performing or carrying out their respective obligations is critical to the Disclosing Party's business and duties under that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Section 9 and elsewhere in this Agreement. As a condition to being provided with any disclosure of or as otherwise expressly permitted herein. Except as expressly permitted herein, neither Party shall disclose the other Party’s access to Confidential Information. [***]. Moffitt shall not disclose any Data to any third parties until , the earlier of the following: (a) the date it is published and/or publicly presented in accordance with Section 4.2, (b), prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information whichReceiving Party shall: (a) is publicly available prior not access or use, or permit the access or use of, Confidential Information other than as necessary to the date of exercise its rights or perform its obligations under and in accordance with this Agreement or becomes publicly available thereafter through no wrongful act of the receiving PartyAgreement; (b) was known not use or permit the use of any of the Disclosing Party's Confidential Information, directly or indirectly, in any manner to the receiving detriment of the Disclosing Party prior or to obtain any competitive advantage over the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the informationDisclosing Party; (c) except as may be permitted by and subject to its compliance with Section 9.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the receiving Party can demonstrate, through written documentation, was Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the receiving confidential nature of the Confidential Information and the Receiving Party’s rightful possession on a non-confidential basis prior to disclosure 's obligations under this Section 9.4; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the providing Party hereunderConfidential Information as the terms set forth in this Section 8.4; (d) safeguard the receiving Party can demonstrateConfidential Information from unauthorized use, through written documentation, is disclosed access or disclosure using at least the degree of care it uses to the receiving Party without restriction on further disclosure; orprotect its most sensitive information and in no event less than a reasonable degree of care; (e) ensure its Representatives' compliance with, and be responsible and liable for any of its Representative’s noncompliance with, the receiving Party can demonstrate, through written documentation, is independently developed without the use terms of the providing Party’s Confidential Information.this Section 9; and (f) The receiving notify the Disclosing Party may disclose in writing immediately of any unauthorized disclosure or use of the providing Disclosing Party’s 's Confidential Information to and cooperate with the extent: (i) such Confidential Information must reasonably be disclosed to regulatory authorities, provided that the receiving Party promptly notifies the providing Disclosing Party to give protect the providing Party the opportunity to contest or limit the scope of such disclosure; or (ii) the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Dateownership of all Intellectual Property Rights, privacy rights and other rights therein.

Confidentiality and Use. 8.1 To the extent permitted by law, the Parties shall safeguard the other Party’s Confidential Information against disclosure to third parties with the same degree of care as it exercises with its own data of a similar nature. Moffitt Each Receiving Party recognizes and Company agree not to disclose Confidential Information to others (except to their employees, agents, independent contractors, consultants, or affiliates who are bound by a like obligation of confidentiality). The Parties shall use agrees that the Confidential Information of the other Disclosing Party in furtherance of performing or carrying out their respective obligations is critical to the Disclosing Party's business and duties under that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Section 13 and elsewhere in this Agreement. As a condition to being provided with any disclosure of or as otherwise expressly permitted herein. Except as expressly permitted herein, neither Party shall disclose the other Party’s access to Confidential Information. [***]. Moffitt shall , the Receiving Party shall: 13.4.1 not disclose any Data access or use, or permit the access or use of, Confidential Information other than as necessary to any third parties until the earlier of the following: (a) the date it is published and/or publicly presented exercise its rights or perform its obligations under and in accordance with Section 4.2this Agreement; 13.4.2 not use or permit the use of any of the Disclosing Party's Confidential Information, (b)directly or indirectly, prior written approval of Company with respect to such Data, or (c) [***] years from the applicable Research Plan Execution Date. [***]. Confidential Information does not include information which: (a) is publicly available prior in any manner to the date of this Agreement or becomes publicly available thereafter through no wrongful act detriment of the receiving Disclosing Party or to obtain any competitive advantage over the Disclosing Party; (b) was known 13.4.3 except as may be permitted by and subject to the receiving Party prior its compliance with Section 13.5, not disclose or permit access to the date of disclosure or becomes known to the receiving Party thereafter from a third party having a bona fide right to disclose the information; (c) the receiving Party can demonstrate, through written documentation, was in the receiving Party’s rightful possession on a non-confidential basis prior to disclosure by the providing Party hereunder; (d) the receiving Party can demonstrate, through written documentation, is disclosed to the receiving Party without restriction on further disclosure; or (e) the receiving Party can demonstrate, through written documentation, is independently developed without the use of the providing Party’s Confidential Information. (f) The receiving Party may disclose the providing Party’s Confidential Information other than to the extentits representatives who: (i) need to know such Confidential Information must reasonably be disclosed to regulatory authorities, provided that for purposes of the receiving Party promptly notifies the providing Party to give the providing Party the opportunity to contest Receiving Party's exercise of its rights or limit the scope performance of such disclosureits obligations under and in accordance with this Agreement; or (ii) have been informed of the receiving confidential nature of the Confidential Information and the Receiving Party's obligations under this section; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this section; 13.4.4 safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; 13.4.5 ensure its Representatives' compliance with, and be responsible and liable for any of its representatives' noncompliance with, the terms of this Section 13; and 13.4.6 notify the Disclosing Party is obligated to produce pursuant to an order in writing within forty eight (48) hour any unauthorized disclosure or use of a court of competent jurisdiction or a facially valid administrative, legislative or other subpoena or pursuant to applicable law, provided that the receiving Party promptly notifies Disclosing Party's Confidential Information and cooperate with the providing Disclosing Party to give protect the providing Party the opportunity to contest or limit the scope of such order. For each Research Plan, the obligations of confidentiality and non-use under this Section 8 shall continue for [***] years from the applicable Research Plan Execution Dateownership of all Intellectual Property Rights, privacy rights, and other rights therein.