Common use of Confidentiality Maintained Clause in Contracts

Confidentiality Maintained. (a) Each Party (the "disclosing Party") has a proprietary interest in information which it discloses to the other Party (the "receiving Party"), whether in connection with this Agreement or otherwise, which is (i) a trade secret, confidential or proprietary information, (ii) not publicly known, and (iii) annotated by a legend, stamp or other written identification as confidential or proprietary information, or if disclosed orally, is identified as confidential or proprietary by a written instrument within 30 days of such disclosure (hereinafter referred to as "Proprietary Information"). The receiving Party shall disclose the Proprietary Information of the disclosing Party only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. Both during and after the term of this Agreement, all disclosures by the receiving Party to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, the receiving Party, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with discharging its duties pursuant to this Agreement. The receiving Party shall, at its expense, return to the disclosing Party the Proprietary Information of the disclosing Party as soon as practicable after the termination or expiration of this Agreement. During the term of this Agreement and thereafter, all such Proprietary Information shall remain the exclusive property of the disclosing Party. This Section 12 shall also apply to any consultants or subcontractors that the receiving Party may engage in connection with its obligations under this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the receiving Party shall not be liable for a disclosure of the Proprietary Information of the disclosing Party if the information so disclosed: (i) was in the public domain at the time of disclosure without breach of this Agreement; or (ii) was known to or contained in the records of the receiving Party from a source other than the disclosing Party at the time of disclosure by the disclosing Party to the receiving Party and can be so demonstrated; or (iii) becomes known to the receiving Party from a source other than the disclosing Party without breach of this Agreement by the receiving Party and can be so demonstrated; or (iv) was disclosed pursuant to court order or as otherwise compelled by law.

Confidentiality Maintained. (a) Each Party (the "disclosing Party") Distributor agrees that Manufacturer has a proprietary interest in any information which it discloses provided to the other Party (the "receiving Party")Distributor by Manufacturer, whether in connection with this Agreement or otherwise, whether in written or oral form, which is (i) a trade secret, confidential or proprietary information, (ii) not publicly known, and (iii) annotated by a legend, stamp or other written identification as confidential or proprietary information, or if disclosed orally, is identified as confidential or proprietary by a written instrument within 30 days of such disclosure information (hereinafter referred to as "Proprietary Information"). The receiving Party Distributor shall disclose the Proprietary Information of the disclosing Party only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. Both during and after the term of this Agreement, all disclosures by the receiving Party Distributor to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, the receiving PartyDistributor, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with discharging its duties Distributor's sale and distribution of the Products pursuant to this Agreement. The receiving Party Distributor shall, at its expense, return to the disclosing Party the Manufacturer any Proprietary Information of the disclosing Party in written form as soon as practicable after the termination or expiration of this Agreement. During the term of this Agreement and thereafter, all All such Proprietary Information shall remain the exclusive property of Manufacturer during the disclosing Partyterm of this Agreement and thereafter. This Section 12 21 shall also apply to any consultants or subcontractors that the receiving Party Distributor may engage in connection with its obligations under this Agreement. (b) Manufacturer agrees that Distributor has a proprietary interest in any information provided to Manufacturer by Distributor, whether in connection with this Agreement or otherwise, whether in written or oral form, which is a trade secret, confidential or proprietary information (hereinafter referred to as "Proprietary Information"). Manufacturer shall disclose the Proprietary Information only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. Both during and after the term of this Agreement, all disclosures by Manufacturer to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, Manufacturer, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with Manufacturer's sale and distribution of the Products pursuant to this Agreement. Manufacturer shall, at its expense, return to Distributor any Proprietary Information in written form as soon as practicable after the termination or expiration of this Agreement. All such Proprietary Information shall remain the exclusive property of Distributor during the term of this Agreement and thereafter. This Section 21 shall also apply to any consultants or subcontractors that Manufacturer may engage in connection with its obligations under this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, the receiving Party Distributor shall not be liable for a disclosure of the Proprietary Information of the disclosing Party Manufacturer, if the information so disclosed: (i) was in the public domain at the time of disclosure without breach of this Agreement; or (ii) was known to or contained in the records of the receiving Party from a source other than the disclosing Party Distributor at the time of disclosure by the disclosing Party Manufacturer to the receiving Party Distributor and can be so demonstrated; or (iii) becomes known to the receiving Party Distributor from a source other than Manufacturer that, to the disclosing Party without breach best knowledge of this Agreement by the receiving Party and can be so demonstratedDistributor, does not have an obligation to maintain the confidentiality of such information; or (iv) was disclosed pursuant to a court order or as otherwise compelled by law.

Confidentiality Maintained. (a) Each Party party agrees that the disclosing party (the "disclosing Disclosing Party") has a proprietary interest in any information which it discloses provided to the other Party party receiving such information (the "receiving Receiving Party")) by the Disclosing Party, whether in connection with this Agreement or otherwise, which is (i) a trade secret, confidential or proprietary information, information and (ii) not publicly known, and known (iii) annotated by a legend, stamp or other written identification as confidential or proprietary information, or if disclosed orally, is identified as confidential or proprietary by a written instrument within 30 days of such disclosure (hereinafter referred to as "Proprietary Information"). The receiving Party shall disclose Specifically, but without limitation, LLC agrees that NewSub has a proprietary interest in the Proprietary Information names and addresses of the disclosing Party only customers solicited by NewSub (as well as those customers" customers and cardholders) pursuant to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. Both during and after the term of this Agreement, all disclosures by the receiving Party to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, the receiving Receiving Party shall not disclose the Proprietary Information of the Disclosing Party except to those of the Receiving Party"s agents, employees, subcontractors and consultants to whom it is necessary in order to discharge the Receiving Party"s duties pursuant to this Agreement. During and after the term of this Agreement, the Receiving Party, its agents agents, employees, subcontractors and employees consultants shall not use the Proprietary Information of the Disclosing Party for any purpose other than in connection with discharging its the Receiving Party"s duties pursuant to this Agreement. The receiving Upon termination or expiration of this Agreement for any reason, the Receiving Party shall, at its expense, either promptly return to the disclosing Party Disclosing Party, or destroy, all of the Proprietary Information of the disclosing Disclosing Party as soon as practicable after the termination in any form whatsoever which it may have in its possession, custody or expiration of this Agreementcontrol (whether direct or indirect). During the term of this Agreement and thereafter, all such the Disclosing Party"s Proprietary Information shall remain the exclusive property of the disclosing Disclosing Party. This Section 12 shall also apply to any consultants or subcontractors that the receiving Party may engage in connection with its obligations under this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the receiving Receiving Party shall not be liable for a disclosure of the Proprietary Information of the disclosing Party Disclosing Party, if the information so disclosed: (i) was in the public domain at the time of disclosure without breach of this Agreement; or (ii) was known to or contained in the records of the receiving Receiving Party from a source other than the disclosing Disclosing Party at the time of disclosure by the disclosing Disclosing Party to the receiving Party and can be so demonstratedReceiving Party; or (iii) becomes known was received from a third party without such third party, to the receiving Party from a source other than Receiving Party"s knowledge, breaching any confidentiality obligations to the disclosing Party without breach of this Agreement by the receiving Party and can be so demonstratedDisclosing Party; or (iv) was disclosed pursuant to court order or as otherwise compelled required by law, after giving the Disclosing Party advance notice, if possible, of such required disclosure.

Confidentiality Maintained. (a) Each Party (the "disclosing Party") Distributor agrees that Manufacturer has a proprietary interest in any information which it discloses provided to the other Party (the "receiving Party")Distributor by Manufacturer, whether in connection with this Agreement or otherwise, whether in written or oral form, which is (i) a trade secret, confidential or proprietary information, (ii) not publicly known, and (iii) annotated by a legend, stamp or other written identification as confidential or proprietary information, or if disclosed orally, is identified as confidential or proprietary by a written instrument within 30 days of such disclosure information (hereinafter referred to as "Proprietary Information"). The receiving Party For such purposes, information regarding the manufacture, design, pricing, marketing and other aspects of the Products and the manner in which the Manufacturer conducts its business, excluding information which is, or becomes, public or general industry knowledge through no fault of the Distributor, shall be deemed to be "Proprietary Information" whether or not stamped, legended or otherwise identified as such. Distributor shall disclose the Proprietary Information of the disclosing Party only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. Both during and after the term of this Agreement, Agreement all disclosures by the receiving Party Distributor to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, the receiving PartyDistributor, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with discharging its duties Distributor's sale of the Products in the Territory pursuant to this Agreement. The receiving Party Distributor shall, at its expense, return to the disclosing Party Manufacturer the Proprietary Information of the disclosing Party as soon as practicable after the termination or expiration of this Agreement. During the term of this Agreement and thereafter, all All such Proprietary Information shall remain the exclusive property of Manufacturer during the disclosing Partyterm of this Agreement and thereafter. This Section 12 19 shall also apply to any consultants or subcontractors that the receiving Party Distributor may engage in connection with its obligations under this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the receiving Party Distributor shall not be liable for a disclosure of the Proprietary Information of the disclosing Party Manufacturer, if the information so disclosed: (i) was in the public domain at the time of disclosure without breach of this Agreement; or (ii) was known to or contained in the records of the receiving Party Distributor from a source other than the disclosing Party Manufacturer at the time of disclosure by Manufacturer to Distributor and can be so demonstrated or (iii) was independently developed and is so demonstrated promptly upon receipt of the disclosing Party documentation and technology by Distributor; or (iv) becomes known to the receiving Party Distributor from a source other than Manufacturer without breach of this Agreement by Distributor and can be so demonstrated; or (iiiv) becomes known must be disclosed pursuant to the receiving Party from a source other than the disclosing Party without breach of this Agreement by the receiving Party and can be so demonstratedcontract or subcontract with a governmental agency in order to obtain/retain a procurement contract; or (ivvi) was disclosed pursuant to court order or as otherwise compelled by law.

Confidentiality Maintained. (a) Each Party (the "disclosing Party") 17.1 Distributor agrees that Manufacturer has a proprietary interest in any information which it discloses provided to the other Party (the "receiving Party")Distributor by Manufacturer, whether in connection with this Agreement or otherwise, whether in written or oral form, which is (i) a trade secret, confidential or proprietary information, ; and (ii) not publicly known, and (iii) annotated by a legend, stamp or other written identification as confidential or proprietary information, or if disclosed orally, is identified as confidential or proprietary by a written instrument within 30 days of such disclosure known (hereinafter referred to as "Proprietary Information"). The receiving Party Distributor shall disclose the Proprietary Information of the disclosing Party only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. Both during and after the term of this Agreement, all disclosures by the receiving Party Distributor to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, the receiving PartyDistributor, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with discharging its duties Distributor's sale and distribution of the Products pursuant to this Agreement. The receiving Party Distributor shall, at its expense, return to the disclosing Party Manufacturer the Proprietary Information of the disclosing Party as soon as practicable after the termination or expiration of this Agreement. During the term of this Agreement and thereafter, all All such Proprietary Information shall remain the exclusive property of Manufacturer during the disclosing Party. This Section 12 shall also apply to any consultants or subcontractors that the receiving Party may engage in connection with its obligations under term of this AgreementAgreement and thereafter. (b) 17.2 Notwithstanding anything contained in this Agreement to the contrary, the receiving Party Distributor shall not be liable for a disclosure of the Proprietary Information of the disclosing Party Manufacturer, if the information so disclosed: (i) was in the public domain at the time of disclosure without breach of this Agreement; or (ii) was known to or contained in the records of the receiving Party Distributor from a source other than the disclosing Party Manufacturer at the time of disclosure by the disclosing Party Manufacturer to the receiving Party Distributor and can be so demonstrated; or (iii) was independently developed and is so demonstrated promptly upon receipt of the documentation and technology by Distributor; or (iv) becomes known to the receiving Party Distributor from a source other than the disclosing Party Manufacturer without breach of this Agreement by the receiving Party Distributor and can be so demonstrated; or (ivv) must be disclosed pursuant to a contract or subcontract with a governmental agency in order to obtain/retain a procurement contract; or (vi) was disclosed pursuant to court order or as otherwise compelled by law.

Confidentiality Maintained. (a) Each Party (the "disclosing Party") has a proprietary interest in information which it discloses to the other Party (the "receiving Party")For purposes of this section, whether in connection with this Agreement or otherwise, which is (i) a trade secret, “Proprietary Information” shall mean any confidential or proprietary information provided to one party by the other, orally or in written or electronic form, including but not limited to technical information concerning Products, customer lists, sales figures, cost or pricing information and marketing materials. (provided that DISTRIBUTOR is not obligated to provide to PENUMBRA such information as its customer lists, sales, figures, cost or pricing information, (ii.) not publicly known, and (iii) annotated by a legend, stamp or other written identification as confidential or proprietary information, or if disclosed orally, is identified as confidential or proprietary by a written instrument within 30 days of such disclosure (hereinafter referred to as "Proprietary Information"). The receiving Party Each party shall disclose the other’s Proprietary Information of the disclosing Party only to those of its agents and employees to whom it is necessary in order properly to carry out their duties as limited by the terms and conditions hereof. Both during and for a three (3) year period after the term of this Agreement, all disclosures by Proprietary Information of the receiving Party to its agents and employees other party shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, the receiving Party, its agents party and employees shall not use the Proprietary Information be used or disclosed for any purpose other than in connection with discharging its duties pursuant to performing the terms of this Agreement. The receiving Party shallEach party shall return documents, at its expense, return to computer disks and other media containing the disclosing Party the other’s Proprietary Information of the disclosing Party as soon as practicable after the termination or expiration of this AgreementAgreement or on demand by the party furnishing the information. During the term of this Agreement and thereafter, all All such Proprietary Information shall remain the exclusive property of the disclosing Partyparty during the term of this Agreement and thereafter. This Section 12 section shall also apply to any agents, consultants or subcontractors that the receiving Party either party may engage in connection with its obligations under this Agreement, and to any authorized sub-distributors. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. (b) Notwithstanding anything contained in this Agreement to the contrary, neither party shall have the receiving Party shall not be liable for a disclosure of the above obligations with respect to Proprietary Information of the disclosing Party if the information so disclosed: it: (i) was in the public domain at the time of disclosure without breach of this Agreement; or ; (ii) was known to or contained in the records of the receiving Party party from a source other than the disclosing Party party at the time of disclosure by the disclosing Party to the receiving Party and can be so demonstrated; or ; (iii) becomes known to the receiving Party party from a source other than the disclosing Party party without breach of this Agreement by the receiving Party and can be so demonstrated; or or (iv) was disclosed pursuant to court order or as otherwise compelled by law; provided however, the other party is notified of such proposed disclosure as soon as is reasonably possible and the disclosure is limited to the maximum extent reasonably possible.

Confidentiality Maintained. (a) Each Party (party agrees that the "disclosing Party") other party has a proprietary interest in any information which it discloses to provided by the other Party (the "receiving Party")party, whether in connection with this Agreement or otherwise, whether in written or oral form, which is (i) a trade secret, confidential or proprietary information, (ii) not publicly known, and (iii) annotated by a legend, stamp or other written identification as confidential or proprietary information, or if disclosed orally, is identified as confidential or proprietary by a written instrument within 30 days of such disclosure information (hereinafter referred to as "Proprietary Information"Information ). The receiving Party Each party shall disclose the Proprietary Information of provided by the disclosing Party other party only to those of its agents and employees to whom it is necessary in order to properly to carry out their duties as limited by the terms and conditions hereof. Both during and after the term of this Agreement, all disclosures by the party receiving Party Proprietary Information to its agents and employees shall be held in strict confidence by such agents and employees. During and after the term of this Agreement, the such receiving Partyparty, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with discharging its duties in the Territory pursuant to this Agreement. The receiving Party party shall, at its expense, return to the disclosing Party party the Proprietary Information of the provided by such disclosing Party party as soon as practicable after the termination or expiration of this Agreement. During the term of this Agreement and thereafter, all such Proprietary Information shall remain the exclusive property of the disclosing Partyparty which provided it. This Section 12 11 shall also apply to any consultants or subcontractors that the receiving Party party may engage in connection with its obligations under this Agreement. (b) Notwithstanding anything contained in this Agreement to the contrary, the receiving Party each party shall not be liable for a disclosure of the Proprietary Information of the disclosing Party other party if the information so disclosed: (i) was in the public domain at the time of disclosure without breach of this Agreement; or (ii) was known to or contained in the records of the receiving Party party from a source other than the disclosing Party providing party at the time of disclosure by the disclosing Party providing party to the receiving Party party and can be so demonstrated; or (iii) was independently developed and is so demonstrated promptly upon receipt of the documentation and technology by receiving party; or (iv) becomes known to the receiving Party party from a source other than the disclosing Party providing party without breach of this Agreement by the receiving Party party and can be so demonstrated; or (ivv) was disclosed pursuant to court order or as otherwise compelled by law.