Common use of Confidentiality Information Clause in Contracts

Confidentiality Information. Each party (the "RECEIVING PARTY") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTY") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction.

Confidentiality Information. Each party (the "RECEIVING PARTY") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTY") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction. BSP AGREES TO KEEP THE NAMES OF ALL MEMBERS PROVIDED HEREUNDER AS CONFIDENTIAL, AND SHALL NOT SHARE THAT INFORMATION WITH ANY OTHER COMPANY OR ENTITY. BSP ALSO AGREES THAT THEY WILL NOT SOLICIT THE MEMBERS PROVIDED WITHOUT THE PRIOR CONSENT OF THE MEMBER PROVIDER.

Confidentiality Information. Each party 12.1 All Confidential Information disclosed, revealed or otherwise made available by one Party (the "RECEIVING PARTYDisclosing Party") acknowledges that by reason of its relationship to the other party Party (the "DISCLOSING PARTYReceiving Party") hereunderunder, or as a result of, this Agreement is furnished to the Receiving Party will have access solely to certain information permit the Receiving Party to exercise its rights, and materialsperform its obligations, including the terms of under this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall not use any of the Disclosing Party's Confidential Information for any other purpose, and shall not disclose, reveal or otherwise make any of the Disclosing Party's Confidential Information available to any other person, firm, corporation or other entity, without the prior written authorization of the Disclosing Party. 12.2 In furtherance of the Receiving Party's obligations under Section 12.1 hereof, the Receiving Party shall take every reasonable precaution all appropriate steps, and shall implement all appropriate safeguards, to protect prevent the confidentiality unauthorized use or disclosure of any of the Disclosing Party's Confidential Information. Upon request by Without limiting the generality of this Section 12.2, the Receiving Party, Party shall disclose any of the Disclosing Party's Confidential Information only to those of its officers, employees, agents, consultants, directors, Licensees, sublicensees, potential sublicensees and financial investors that have a need to know the Disclosing Party's Confidential Information, in order for the Receiving Party shall advise whether to exercise its rights and perform its obligations under this Agreement, and only if such officers, employees, agents, consultants, directors, Licensees, sublicensees, potential sublicensees and financial investors have executed appropriate non-disclosure agreements containing substantially similar terms regarding confidentiality as those set out in this Agreement or not it considers any particular information to be are otherwise bound by obligations of confidentiality effectively prohibiting the unauthorized use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party shall not publish furnish the Disclosing Party with immediate written notice of any technical description unauthorized use or disclosure of any of the Disclosing Party's Confidential Information beyond by any descriptions published officer, employee, agents, consultants, directors, licensee or sublicensee of the Receiving Party, and shall take all actions that the Disclosing Party reasonably requests in order to prevent any further unauthorized use or disclosure of the Disclosing Party's Confidential Information. 12.3 The Receiving Party's obligations under Sections 12.1 and 12.2 hereof shall not apply to the extent, but only to the extent, that any of the Disclosing Party's Confidential Information: (i) passes into the public domain, or becomes generally available to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure hereunder by the Disclosing partyParty; (iii) is disclosed, revealed or otherwise made available to the Receiving Party by a Third Party that is under no obligation of non-disclosure and/or non-use to the Disclosing Party; (iv) is required to be disclosed under applicable law or by court order, or in connection with any application by the Receiving Party for any Regulatory Approvals; provided, however, that the Receiving Party shall furnish the Disclosing Party's with as much prior written notice of such disclosure requirement as reasonably practicable, so as to permit the Disclosing Party, in its sole discretion, to take appropriate action, including seeking a protective order, in order to prevent the Disclosing Party's Confidential Information from passing into the public domain or becoming generally available to the public; or (v) is independently developed by the Receiving Party without breach of this Agreement as evidenced by contemporaneous written records. 12.4 Subject to Section 15, upon expiration or termination of this Agreement for any reason whatsoever, the Receiving Party shall return to the Disclosing Party, or destroy, as the Disclosing Party shall specify in writing, all copies of all documents and other materials that contain or embody any of the Disclosing Party's Confidential Information, except to the extent that the Receiving Party is required by applicable law to retain such documents and materials. In Within thirty (30) days after the event date of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party shall furnish the Disclosing Party with a certificate, duly executed by an officer of any Confidential Information the Receiving Party, confirming that the Receiving Party has complied with it obligations under this Section 12.4. 12.5 All of the Receiving Party's obligations under Sections 12.1 and 12.2 hereof, with respect to the protection of the Disclosing Party's Confidential Information, and shall survive the Receiving Party shall not develop any software, devices, components expiration or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions termination of this Agreement are confidential and shall not be disclosed to for any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdictionreason whatsoever.

Confidentiality Information. Each party (the "RECEIVING PARTYReceiving Party") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTYDisclosing Party") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATIONConfidential Information"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction.

Confidentiality Information. Each party (the "RECEIVING PARTY") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTY") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable appeal able order of a court of competent jurisdiction. Member Provider agrees not to circumvent BSP in any manner relative to service providers and clients of BSP or to utilize the information gathered to circumvent and sell against BSP. 1 Member Provider Agreement Form - Revised June 2008 Initials ____ ____

Confidentiality Information. Each party (the "RECEIVING PARTYReceiving Party") --------------------------- --------------- acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTYDisclosing Party") hereunder, the Receiving Party will have access to ---------------- certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATIONConfidential Information"). The Receiving Party agrees that it shall ------------------------ not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing partyParty. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction.

Confidentiality Information. Each party (the "RECEIVING PARTYReceiving Party") acknowledges that by reason of its relationship to the other party (the "DISCLOSING PARTYDisclosing Party") hereunder, the Receiving Party will have access to certain information and materials, including the terms of this Agreement, concerning the Disclosing Party's business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties ("CONFIDENTIAL INFORMATIONConfidential Information"). The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Upon request by the Receiving Party, the Disclosing Party shall advise whether or not it considers any particular information to be Confidential Information. The Receiving Party shall not publish any technical description of the Disclosing Party's Confidential Information beyond any descriptions published by the Disclosing party. In the event of expiration or termination of this Agreement, there shall be no use or disclosure by the Receiving Party of any Confidential Information of the Disclosing Party, and the Receiving Party shall not develop any software, devices, components or assemblies utilizing the Disclosing Party's Intellectual Property. Both parties agree that the terms and conditions of this Agreement are confidential and shall not be disclosed to any third party, unless disclosure is compelled by final, non-appealable order of a court of competent jurisdiction. BSP agrees to keep the names of all members provided hereunder as confidential, and shall not share that information with any other company or entity. BSP also agrees that they will not solicit the members provided without the prior consent of the Member Provider and or their organization.