Common use of Confidentiality and Use Clause in Contracts

Confidentiality and Use. (a) Each Party agrees not to use any Confidential Information of the other Party for any purpose except to evaluate and engage in discussions concerning the Agreement or to carry out such parties rights or obligations under the Agreement. (b) Each Party agrees not to disclose any Confidential Information of the other Party, except that, subject to Section (d) below, a Receiving Party may disclose the Disclosing Party’s Confidential Information to those employees of the Receiving Party who have a need to know such information in order to carry out such Party’s rights or obligations under the Agreement. (c) If a Receiving Party is required by Law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party will provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such Receiving Party may only furnish that portion of the Confidential Information that the Receiving Party is legally compelled or is otherwise legally required to disclose; provided, however, that the Receiving Party provides such assistance as the Disclosing Party may reasonably request in obtaining such order or other relief. (d) Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the other Party’s Confidential Information.