Common use of Confidentiality and Use Clause in Contracts

Confidentiality and Use. As a condition to being provided with any disclosure of or access to Confidential Information, the Customer shall: i. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; ii. except as may be permitted by and subject to its compliance with Section 6(D), not disclose or permit access to Confidential Information other than to its employees and independent contractors (collectively, “Representatives”) who: (1) need to know such Confidential Information for purposes of the Customer’s exercise of its rights or performance of its obligations under and in accordance with this Agreement, (2) have been informed of the confidential nature of the Confidential Information and Customer’s obligations under this Section 6(C)(ii), and (3) are bound by written confidentiality and restricted use obligations as protective of the Confidential Information as the terms set forth in this Section 6(C)(ii); iii. safeguard the Confidential Information from unauthorized use, access or disclosure using its best efforts to protect the confidentiality of all Confidential Information or at least the degree of care it uses to protect its own sensitive information; iv. ensure its Representatives’ compliance, and be responsible and liable for any of its Representatives’ non-compliance, with the terms of this Section 6; and v. immediately notify Company in writing or electronically within three (3) days of any unauthorized access, possession or use of Company’s Confidential Information of which it may become aware and, if possible, immediately terminate the unauthorized use of the Confidential Information.

Confidentiality and Use. As a condition to being provided with any disclosure of or access to Confidential Information, the Customer Receiving Party shall: i. (1) not access or use, or permit the access or use of, Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; ii. (2) not use or permit the use of any of the Disclosing Party’s Confidential Information, directly or indirectly in any manner to the detriment of the Disclosing Party; (3) except as may be permitted by and subject to its compliance with Section 6(D7.04(f), not disclose or permit access to Confidential Information other than to its employees and independent contractors representatives who: (collectively, “Representatives”) who: (1i) need to know such Confidential Information for purposes of the CustomerReceiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement, ; (2ii) have been informed of the confidential nature of the Confidential Information and Customerthe Receiving Party’s obligations under this Section 6(C)(ii7.04(d), and ; and (3iii) 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 6(C)(ii7.04(d); iii. (4) safeguard the Confidential Information from unauthorized use, access access, or disclosure using its best efforts to protect the confidentiality of all Confidential Information or at least the degree of care it uses to protect its own similarly sensitive informationinformation and in no event less than a reasonable degree of care; iv. (5) ensure its Representativesrepresentatives’ compliancecompliance with, and be responsible and liable for any of its Representativesrepresentatives’ non-compliancenoncompliance with, with the terms of this Section 67.04; and v. immediately (6) notify Company the Disclosing Party in writing or electronically within three (3) days immediately of any unauthorized access, possession disclosure or use of Companythe Disclosing Party’s Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of which it may become aware andall intellectual property rights, if possibleprivacy rights, immediately terminate the unauthorized use of the Confidential Informationand other rights therein.

Confidentiality and Use. Licensee acknowledges that, as licensee of the Licensed Software and Documentation and otherwise in connection with this Agreement, Licensee has had and will gain access to Confidential Information. As a condition to being provided with its receipt of the grant of the License hereunder and of any disclosure future receipt of or access to Confidential Information, the Customer shallLicensee agrees: i. (a) not access or to use the Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; ii. except as may be permitted by and (b) not to use any Confidential Information, directly or indirectly, in any manner to the detriment of Licensor or to obtain any competitive advantage relative to Licensor; (c) to maintain the Confidential Information in strict confidence and, subject to its compliance with Section 6(D)7.2, not to disclose or permit access to the Confidential Information other than without Licensor’s prior written consent; provided, however, that Licensee may disclose the Confidential Information to its officers, employees and independent contractors (collectively, “Representatives”) who: (1i) have a “need to know such Confidential Information know” for purposes of the Customer’s any performance, or exercise of its any rights or performance of its obligations with respect to such Confidential Information, under and in accordance with this Agreement, ; (2ii) have been informed apprised of the confidential nature of the Confidential Information and Customer’s obligations under this Section 6(C)(ii), restriction; and (3iii) are themselves bound by written confidentiality and restricted use nondisclosure agreements or obligations at least as protective of the Confidential Information restrictive as the terms those set forth in this Section 6(C)(ii); iii. safeguard the Confidential Information from unauthorized use7.1; provided, access or disclosure using its best efforts to protect the confidentiality of all Confidential Information or at least the degree of care it uses to protect its own sensitive information; iv. ensure further, that Licensee shall be responsible for ensuring its Representatives’ compliance, and shall be responsible and liable for any of its Representatives’ non-compliance, with the terms of this Section 6; and v. immediately notify Company in writing or electronically within three (3) days of any unauthorized access7. Licensee shall use, possession or use of Company’s and ensure that its Representatives use, reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the Confidential Information of which it may become aware and, if possible, immediately terminate the unauthorized from use of the Confidential Informationor disclosure other than as permitted hereby.