Common use of Confidentiality; Exceptions Clause in Contracts

Confidentiality; Exceptions. Each Party may from time to time have access to trade secrets, or other proprietary, confidential information of the other Party. The Party receiving such information shall keep confidential, and shall not disclose or use for any purpose except to effectuate the purposes of this Agreement any trade secret or proprietary, confidential information furnished to it by the other Party, including any such information owned by third parties. Each Party shall inform any employees, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of this Agreement. The requirements of this Section 2.5 shall not apply to the extent that it can be established by the receiving Party, by competent proof, that such information: (i) was already known to the receiving Party at the time of disclosure by the other Party other than under an obligation of confidentiality; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party by a third party who was not under an obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”).

Confidentiality; Exceptions. Each Party may from time Except to time have access to trade secretsthe extent expressly authorized by this Agreement or otherwise agreed in writing, or other proprietarythe Parties agree that, confidential information during the term of this Agreement and for ten years thereafter, the other receiving Party. The Party receiving such information shall keep confidential, its Affiliates and its licensees shall, and shall ensure that their respective employees, officers, directors and other representatives shall, keep completely confidential and not publish or otherwise disclose or and not use for any purpose except to effectuate the purposes of this Agreement any trade secret or proprietary, confidential information furnished to it or them by the other disclosing Party, including any such information owned by third parties. Each Party shall inform any employees, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of its Affiliates or its licensees or developed under or in connection with this Agreement. The requirements of this Section 2.5 shall not apply , except to the extent that it can be established by the receiving Party, Party by competent proof, proof that such information: (i) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialitydisclosing Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “shall be deemed "Confidential Information”").

Confidentiality; Exceptions. Each Party may from time Except to time have access to trade secretsthe extent expressly authorized by this Agreement or otherwise agreed in writing, or other proprietarythe Parties agree that, confidential information during the term of this Agreement and for five years thereafter, the other receiving Party. The Party receiving such information shall keep confidential, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose or and not use for any purpose except to effectuate the purposes of this Agreement any trade secret or proprietary, confidential information furnished to it or them by the other Party, including any such information owned by third parties. Each Party shall inform any employeesits Affiliates, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of its licensees or its sublicensees or developed under or in connection with this Agreement. The requirements of this Section 2.5 shall not apply , except to the extent that it can be established by the receiving Party, Party by competent proof, proof that such information: (i) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialityParty; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”).

Confidentiality; Exceptions. Each Party may from time Except to time have access to trade secretsthe extent expressly authorized by this Agreement or otherwise agreed in writing, or other proprietarythe Parties agree that, confidential information during the term of this Agreement and for 5 years thereafter, the other receiving Party. The Party receiving such information shall keep confidential, its Affiliates, its licensees and its Sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose or and not use for any purpose except to effectuate the purposes of this Agreement any trade secret or proprietary, confidential information furnished to it or them by the other Party, including any such information owned by third parties. Each Party shall inform any employeesits Affiliates, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of its licensees or its Sublicensees or developed under or in connection with this Agreement. The requirements of this Section 2.5 shall not apply , except to the extent that it can be established by the receiving Party, Party by competent proof, proof that such information: (i) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialityParty; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”).

Confidentiality; Exceptions. Each Party may from time Except to time have access to trade secretsthe extent expressly authorized by this Agreement or otherwise agreed in writing, or other proprietarythe Parties agree that, confidential information during the term of this Agreement and for five years thereafter, the other receiving Party. The Party receiving such information shall keep confidential, its Affiliates, its licensees and its sublicensees shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose or and not use for any purpose except to effectuate the purposes of this Agreement any trade secret or proprietary, confidential information furnished to it or them by the other Party, including any such information owned by third parties. Each Party shall inform any employeesits Affiliates, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of its licensees or its sublicensees or developed under or in connection with this Agreement. The requirements of this Section 2.5 shall not apply , except to the extent that it can be established by the receiving Party, Party by competent proof, proof that such information: (i) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialityParty; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “"Confidential Information”").

Confidentiality; Exceptions. Each Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and thereafter, the receiving Party may from time to time have access to trade secrets, or other proprietary, confidential information of the other Party. The Party receiving such information shall keep confidentialkeep, and shall ensure that its employees, officers and directors keep, completely confidential and shall not publish or otherwise disclose or and shall not use for any purpose except to effectuate the purposes of this Agreement purpose: (i) any trade secret or proprietary, confidential information furnished to it by the other Party or (ii) developed under or in connection with this Agreement by either Party, including any such information owned by third parties. Each Party shall inform any employees, contractors, directors, officers ; except in each of subclause (i) and agents to whom the Party discloses such information of the requirements of this Agreement. The requirements of this Section 2.5 shall not apply (ii) to the extent that it can be established by the receiving Party, Party by competent proof, proof that such information: (i1) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialityParty; (ii2) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii3) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv4) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”).

Confidentiality; Exceptions. Each Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the term of this Agreement and for five years thereafter, the receiving Party may from time to time have access to trade secrets, or other proprietary, confidential information of the other Party. The Party receiving such information shall keep confidentialkeep, and shall ensure that its Affiliates, employees, officers and directors keep, confidential and shall not publish or otherwise disclose or and shall not use for any purpose except to effectuate the purposes of this Agreement (a) any trade secret or proprietary, confidential information furnished to it by the other Party, including or (b) any such information owned developed under or in connection with this Agreement by third parties. Each Party shall inform any employees, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of this Agreement. The requirements of this Section 2.5 shall not apply either Party; except to the extent that it can be established by the receiving Party, Party by competent proof, proof that such information: (i) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialityParty; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “"Confidential Information”").

Confidentiality; Exceptions. Each Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, [C.I.] and [C.I.], a receiving Party may from time to time have access to trade secrets, or other proprietary, confidential information of the other Party. The Party receiving such information shall keep confidentialkeep, and shall ensure that its Affiliates, and their officers, directors, employees and agents, keep, completely confidential and shall not publish or otherwise disclose or and shall not use for any purpose except to effectuate the purposes of this Agreement purpose: (i) any trade secret or proprietary, confidential information furnished to it by the other disclosing Party, including any such information owned ; or (ii) developed under or in connection with this Agreement by third parties. Each Party shall inform any employees, contractors, directors, officers either Party; except in each of subclause (i) and agents to whom the Party discloses such information of the requirements of this Agreement. The requirements of this Section 2.5 shall not apply (ii) to the extent that it can be established by the receiving Party, Party by competent proof, written proof that such information: (iA) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialitydisclosing Party; (iiB) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiiC) became generally available to the public or was otherwise part of the public domain after its disclosure hereunder and other than through any act or omission of the receiving Party in breach of this Agreement; or (ivD) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”).

Confidentiality; Exceptions. Each Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, the receiving Party may from time to time have access to trade secrets, or other proprietary, confidential information of the other Party. The Party receiving such information shall keep confidentialand/or its Affiliates shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose or and not use for any purpose except to effectuate the purposes of this Agreement any trade secret or proprietary, confidential information Confidential Information furnished to it or them by the other PartyParty and/or its Affiliates, including any such information owned by third parties. Each Party shall inform any employees, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of this Agreement. The requirements of this Section 2.5 shall not apply except to the extent that it can be established by the receiving Party, Party by competent proof, proof that such informationConfidential Information: (i) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialityParty; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”)others.

Confidentiality; Exceptions. Each Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the Term and thereafter, a receiving Party may from time to time have access to trade secrets, or other proprietary, confidential information of the other Party. The Party receiving such information shall keep confidentialkeep, and shall ensure that its Affiliates, and their officers, directors, employees and agents, keep, completely confidential and shall not publish or otherwise disclose or and shall not use for any purpose except to effectuate the purposes of this Agreement purpose: (i) any trade secret or proprietary, confidential information furnished to it by the other disclosing Party, including any such information owned ; or (ii) developed under or in connection with this Agreement by third parties. Each Party shall inform any employees, contractors, directors, officers either Party; except in each of subclause (i) and agents to whom the Party discloses such information of the requirements of this Agreement. The requirements of this Section 2.5 shall not apply (ii) to the extent that it can be established by the receiving Party, Party by competent proof, written proof that such information: (iA) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialitydisclosing Party; (iiB) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iiiC) became generally available to the public or was otherwise part of the public domain after its disclosure hereunder and other than through any act or omission of the receiving Party in breach of this Agreement; or (ivD) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”).

Confidentiality; Exceptions. Each Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the term of this Agreement and for five years thereafter, the receiving Party may from time to time have access to trade secrets, or other proprietary, confidential information of the other Party. The Party receiving such information shall keep confidentialkeep, and shall ensure that its Affiliates, employees, officers and directors keep, confidential and shall not publish or otherwise disclose or and shall not use for any purpose except to effectuate the purposes of this Agreement (a) any trade secret or proprietary, confidential information furnished to it by the other Party, including or (b) any such information owned developed under or in connection with this Agreement by third parties. Each Party shall inform any employees, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of this Agreement. The requirements of this Section 2.5 shall not apply either Party; except to the extent that it can be established by the receiving Party, Party by competent proof, proof that such information: (i) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialityParty; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “Confidential Information”).

Confidentiality; Exceptions. Each Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of this Agreement and for five years thereafter, the receiving Party may from time to time have access to trade secrets, or other proprietary, confidential information of the other Party. The Party receiving such information shall keep confidentialand/or its Affiliates shall, and shall ensure that their respective employees, officers and directors shall, keep completely confidential and not publish or otherwise disclose or and not use for any purpose except to effectuate the purposes of this Agreement any trade secret or proprietary, confidential information furnished to it or them by the other PartyParty and/or its Affiliates, including any such information owned by third parties. Each Party shall inform any employees, contractors, directors, officers and agents to whom the Party discloses such information of the requirements of or developed under or in connection with this Agreement. The requirements of this Section 2.5 shall not apply , except to the extent that it can be established by the receiving Party, Party by competent proof, proof that such information: (i) was already known to the receiving Party Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party other than under an obligation of confidentialityParty; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party Party, other than under an obligation of confidentiality, by a third party Third Party who was not under an had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, “"Confidential Information”").