Common use of CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT Clause in Contracts

CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT. (A) Pursuant to this Agreement, one Party may furnish to the other Party software, data, designs, drawings, tracings, plans, layouts, specifications, samples, equipment and other written information which is confidential and proprietary to the disclosing Party (collectively, the "Confidential Information"). All Confidential Information, as delivered in written form, shall be marked "CONFIDENTIAL" or an equivalent thereof by the disclosing Party. Any Confidential Information which is furnished orally shall be confirmed in writing as being Confidential Information within thirty (30) calendar days of being so furnished. (B) It is agreed that for a period of five (5) years after receipt of Confidential Information, the receiving Party shall: (i) restrict the dissemination of such Confidential Information to (a) those employees who need to use the Confidential Information in the performance of the Work and (b) those to whom the receiving Party is legally compelled to disclose; and (ii) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against unauthorized disclosure of such Confidential Information. ASE agrees to have an appropriate nondisclosure agreement signed by each of its employees who may be exposed to Motorola's Confidential Information. (C) Notwithstanding any other provisions of this Agreement, Confidential Information shall not include any information which: (i) is now available or becomes available to the public otherwise than as a result of a breach of this Agreement by the receiving Party, (ii) is released in writing by the disclosing Party, (iii) is lawfully obtained from a third party or parties, (iv) is known to the receiving Party prior to such disclosure by the disclosing Party, (v) is at any time developed by the receiving Party prior to such disclosure or (vi) is at any time developed by the receiving Party independently of such disclosure or disclosures by the disclosing Party. (D) The Parties shall not disclose the existence of this Agreement or any of the terms hereof to third parties, except (i) when requested or required by any legal or other regulatory authority to disclose such information and (ii) as may be necessary to enforce the terms hereof. (E) Each Party agrees not to disclose to the other Party any confidential or proprietary information of third parties unless authorized to do so. (F) For the purposes of Section 30 hereof, any breach of the provisions in this Section 23 shall be a material breach under this Agreement. (G) It is expressly understood that any drawings, blueprints, descriptions, resumes, documents, tapes or any other media transferred by the disclosing Party hereunder, and all copies, modifications and derivatives thereof, shall remain the property of the disclosing Party, and the receiving Party is authorized to use those materials only in accordance with the terms and conditions of this Agreement. (H) ASE agrees that Motorola's past, present and future costs of material and equipment shall be considered Confidential Information of Motorola, whether or not so marked and provided in writing in connection with Subsection 23(A) hereof.

CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT. (A) Pursuant to this Agreement, one Party may furnish to the other Party software, data, designs, drawings, tracings, plans, layouts, specifications, samples, equipment and other written information which is confidential and proprietary to the disclosing Party (collectively, the "Confidential Information"). All Confidential Information, as delivered in written form, shall be marked "CONFIDENTIAL" or an equivalent thereof by the disclosing Party. Any Confidential Information which is furnished orally shall be confirmed in writing as being Confidential Information within thirty (30) calendar days of being so furnished. (B) It is agreed that for a period of five (5) years after receipt of Confidential Information, the receiving Party shall: (i) restrict the dissemination of such Confidential Information to (a) those employees who need to use the Confidential Information in the performance of the Work and (b) those to whom the receiving Party is legally compelled to disclose; and (ii) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against unauthorized disclosure of such Confidential Information. ASE agrees to have an appropriate nondisclosure agreement signed by each of its employees who may be exposed to Motorola's Confidential Information.whom (C) Notwithstanding any other provisions of this Agreement, Confidential Information shall not include any information which: (i) is now available or becomes available to the public otherwise than as a result of a breach of this Agreement by the receiving Party, (ii) is released in writing by the disclosing Party, (iii) is lawfully obtained from a third party or parties, (iv) is known to the receiving Party prior to such disclosure by the disclosing Partyparty, (v) is at any time developed by the receiving Party prior to such disclosure or (vi) is at any time developed by the receiving Party independently of such disclosure or disclosures by the disclosing Party. (D) The Parties shall not disclose the existence of this Agreement or any of the terms hereof to third parties, except (i) when requested or required by any legal or other regulatory authority to disclose such information and (ii) as may be necessary to enforce the terms hereof. (E) Each Party agrees not to disclose to the other Party any confidential or proprietary information of third parties unless authorized to do so. (F) For the purposes of Section 30 hereof, any breach of the provisions in this Section 23 shall be a material breach under this Agreement. (G) It is expressly understood that any drawings, blueprints, descriptions, resumes, documents, tapes or any other media transferred by the disclosing Party hereunder, and all copies, modifications and derivatives thereof, shall remain the property of the disclosing PartyParry, and the receiving Party is authorized to use those materials only in accordance with the terms and conditions of this Agreement. (H) ASE agrees that Motorola's past, present and future costs of material and equipment shall be considered Confidential Information of Motorola, whether or not so marked and provided in writing in connection with Subsection 23(A) hereof.

CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT. (A) Pursuant to In the course of doing business under this Agreement, one Party party may furnish to the other Party party software, data, designs, drawingsdrawing, tracings, plans, layouts, specifications, samples, equipment equipment, and other written information which is may be confidential and proprietary to the disclosing Party (collectivelyfurnishing party, the which is hereinafter called "Confidential Information"). All Confidential Information, as delivered in written form, Information shall be marked "CONFIDENTIAL" CONFIDENTIAL or an the equivalent thereof by the disclosing Partyfurnishing party. Any Confidential Information which is furnished orally shall be confirmed in writing as being Confidential Information within thirty (30) calendar days of being so furnished. (B) the disclosure. It is agreed that during the term of the contract and for a period of five (5) years after receipt termination of Confidential Informationthis Agreement, the receiving Party party shall: (i1) restrict the dissemination of such Confidential Information to (a) only those employees who need to use must be directly involved in using the Confidential Information in the performance of the Work and (b) those to whom the receiving Party is legally compelled to discloseServices; and (ii2) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against unauthorized disclosure of such Confidential Information. ASE agrees to have an appropriate nondisclosure agreement signed by each of its employees who may be exposed to Motorola's Confidential Information. (CB) Notwithstanding During the term of this Agreement, and not withstanding any other provisions of this Agreement, nothing received by the receiving party shall be construed as Confidential Information shall not include any information which: (i) which is now available or becomes available to the public otherwise than as a result of a through no breach of this Agreement by the receiving Partyparty, (ii) is released in writing by the disclosing Partyfurnishing party, (iii) is lawfully obtained from a third party or parties, (iv) parties or is known to the receiving Party party prior to such disclosure by the disclosing Partyfurnishing party, (v) or is at any time developed by the receiving Party party prior to such disclosure disclosure, or (vi) is at any time developed by the receiving Party party independently of such disclosure or disclosures by the disclosing Partyfurnishing party. (DC) The Parties parties shall not disclose the existence terms of this Agreement or any of the terms hereof to third partiesothers, except (i) when requested or by mutual agreement and as required by any legal law and various regulatory agencies or other regulatory authority to disclose such information and (ii) as may be necessary to enforce the terms hereofof this Agreement. (ED) Each Party party agrees not to disclose to the other Party any party the confidential or proprietary information of third parties unless authorized others. (E) Tanisys shall within thirty (30) days after the termination or expiration of the Agreement, forward to do soToshiba, or to its designee, all Confidential Information of Toshiba which may be in its possession, and Tanisys shall thereafter make no further use, either directly or indirectly, of such Confidential Information. (F) For the purposes of Section 30 hereofThe only rights or licenses which either party may claim as being granted hereunder are those which are expressly granted hereunder, and no rights or licenses are conveyed to either party or to any third party by implication, waiver, or estoppel. (G) Any breach of the provisions in this Section 23 Article shall be a material breach under this of the Agreement. (G) It is expressly understood that any drawings, blueprints, descriptions, resumes, documents, tapes or any other media transferred by the disclosing Party hereunder, and all copies, modifications and derivatives thereof, shall remain the property of the disclosing Party, and the receiving Party is authorized to use those materials only in accordance with the terms and conditions of this Agreement. (H) ASE agrees that Motorola's past, present and future costs of material and equipment shall be considered Confidential Information of Motorola, whether or not so marked and provided in writing in connection with Subsection 23(A) hereof.

CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT. (A) Pursuant to 9.1. In the course of doing business under this Agreementagreement, one Party party may furnish to the other Party software, party data, designs, drawings, tracings, planslayouts, layoutsrequirements, specifications, samples, equipment equipment, pricing, costs, yield information and other written information which is may be confidential and proprietary to the disclosing Party furnishing party, and which is clearly marked as "Confidential" or "Proprietary" (collectively, the hereinafter referred to as "Confidential Information"). All Confidential Information, as delivered in written form, shall be marked "CONFIDENTIAL" or an equivalent thereof by the disclosing Party. Any Confidential Information which is furnished orally shall be confirmed in writing as being Confidential Information within thirty (30) calendar days of being so furnished. (B) It is agreed that for a period of five (5) years after receipt of Confidential Information, the receiving Party shall: (i) Both parties agree to restrict the dissemination of such Confidential Information to (a) only those employees employees, individual contractors and advisors who need to use must be directly involved in using the Confidential Information in the performance of their respective duties hereunder. Each of the Work parties may disclose Confidential Information of the other on a "need to know" basis to vendors and (b) those other third parties engaged in manufacturing activities related to whom the receiving Party is legally compelled parties' respective products, provided that such vendors and other third parties have a written obligation to disclose; and (ii) use protect the Confidential Information in substantially the same degree manner as provided herein and provided that the party making such a disclosure gives written notice to the other party identifying each such vendor and other third party. Both parties agree to not release details of care as for its own information this Agreement or to disclose Confidential Information to any party other than those authorized above without the written approval of like importance, but at least the other party. The receiving party shall promptly notify the furnishing party in writing of any unauthorized use reasonable care, in safeguarding against unauthorized or disclosure of such Confidential Information. ASE agrees to have an appropriate nondisclosure agreement signed by each of its employees who may be exposed to Motorola's any Confidential Information. (C) Notwithstanding 9.2. Neither party shall have an obligation to preserve the confidential or proprietary nature of any other provisions of this Agreement, Confidential Information shall not include any information which: received by such party hereunder which (i) is now available or becomes available was already known to the public otherwise than as a result receiving party free of a breach any obligation to keep it confidential at the time of this Agreement its disclosure by the receiving Partyfurnishing party as evidenced, for example, by written records prepared prior to such disclosure; (ii) is released in writing by or becomes publicly known through no wrongful act of the disclosing Party, receiving party; (iii) is lawfully obtained received from a third party person having no direct or parties, indirect secrecy or confidentiality obligation with respect to such Confidential Information; (iv) is known to independently developed by an employee, agent or contractor of the receiving Party prior to such disclosure by the disclosing Party, party; (v) is at any time developed disclosed to a third person by the receiving Party prior to furnishing party without similar restrictions on such disclosure or third person's rights; (vi) is at any time developed approved for release by written authorization of the furnishing party; or (vii) is disclosed by the receiving Party independently party pursuant to a valid order of such disclosure a court or disclosures by the disclosing Party. (D) The Parties shall not disclose the existence of this Agreement other governmental body or any of political subdivisions thereof; provided, however, that the terms hereof to third parties, except (i) when requested or required by any legal or other regulatory authority to disclose such information and (ii) as may be necessary to enforce the terms hereof. (E) Each Party agrees not to disclose receiving party shall first have given reasonable notice to the other Party furnishing party and shall comply with any confidential applicable protective order or proprietary information of third parties unless authorized to do soequivalent. (F) For the purposes of Section 30 hereof, any breach of the provisions in this Section 23 shall be a material breach under this Agreement. (G) It is expressly understood that any drawings, blueprints, descriptions, resumes, documents, tapes or any other media transferred by the disclosing Party hereunder, and all copies, modifications and derivatives thereof, shall remain the property of the disclosing Party, and the receiving Party is authorized to use those materials only in accordance with the terms and conditions of this Agreement. (H) ASE agrees that Motorola's past, present and future costs of material and equipment shall be considered Confidential Information of Motorola, whether or not so marked and provided in writing in connection with Subsection 23(A) hereof.