Common use of Confidentiality; Non-Disclosure Clause in Contracts

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason of its relationship with the other Party hereunder, it may have access to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential to the other Party (“Confidential Information”). Each Party’s Confidential Information is of substantial value to the Party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason of its relationship with the other Party hereunder, it may have access to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential to the other Party (“Confidential Information”). Each Party’s Confidential Information is of substantial value to the Party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; , (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) is required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-non- disclosure or confidentiality agreement that is still in effect on the Order Effective Date effective date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason of (i) Subject to clause (ii) below, from and after the date hereof, neither the Company nor EIS (nor its relationship with the other Party hereunder, it may have access affiliates) shall disclose to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential to the other Party (“Confidential Information”). Each Party’s Confidential Information is of substantial value to the Party, which value could be impaired if such information was disclosed to third parties any person or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of entity this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In Transaction Documents or the event contents thereof or the parties thereto, except that such parties may make such disclosure (x) to their directors, officers, employees and advisors, and potential bank creditors and investors, so long as they shall have advised such persons of the obligation of confidentiality herein and for whose breach or default the disclosing party shall be responsible or (y) as required by applicable law, rule, regulation or judicial or administrative process, provided that the Parties disclosing party uses commercially reasonable efforts to obtain an order or ruling protecting the confidentiality of confidential information of the other party contained herein or therein and notifies the other party prior to such disclosure so that such other party may, if it chooses, seek such relief. The parties shall be entitled to seek injunctive or other equitable relief in respect of any breach or threatened breach of the foregoing covenant without the requirement of posting a bond or other collateral. (ii) Without limiting the foregoing, the parties shall agree upon the text of the Company's press release in respect of the transactions, which may be released by the Company subject to the prior consent of Elan, which consent shall not be unreasonably withheld; the Company shall not make any public disclosure of such transactions or the parties hereto have previously entered into a non-other than disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreementconsistent with, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant heretosubstance of which is contained in, such release without the prior consent of Elan, which consent shall not be unreasonably withheld, and in any event, any press release that contains EIS's name or any of its affiliates' names shall require EIS's specific written consent, which consent shall not be unreasonably withheld and which consent may be granted in Elan's discretion for repetitive boilerplate disclosures periodically containing EIS's or one of its affiliates' names. (iii) Notwithstanding any of the foregoing, after reasonable consultation with EIS, the Company may disclose of any facts or any documents that it considers reasonably necessary to comply with securities laws and regulations or any other applicable laws and regulations.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason of its relationship with (i) Subject to clause (ii) below, from and after the date hereof, neither the Company, EIS nor EPIL (nor their respective affiliates) shall disclose to any person or entity this Agreement or the other Party hereunderTransaction Documents or the contents thereof or the parties thereto, it except that such parties may make such disclosure (x) to their directors, officers, employees and advisors, and potential bank creditors and investors, so long as they shall have access advised such persons of the obligation of confidentiality herein and for whose breach or default the disclosing party shall be responsible or (y) as required by applicable law, rule, regulation or judicial or administrative process, provided that the disclosing party uses commercially reasonable efforts to -------- obtain an order or ruling protecting the confidentiality of confidential information and materials concerning of the other Party’s business, technology, and/or products that is confidential to party contained herein or therein and notifies the other Party (“Confidential Information”)party prior to such disclosure so that such other party may, if it chooses, seek such relief. Each Party’s Confidential Information is of substantial value The parties shall be entitled to the Party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written seek injunctive or other tangible Confidential Information must at the time equitable relief in respect of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally any breach or visually, Confidential Information must be identified as confidential at the time threatened breach of the disclosure, with subsequent confirmation foregoing covenant without the requirement of posting a bond or other collateral. (ii) Prior to issuing the initial press release or public disclosure in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination respect of this Agreement or an applicable Addendumthe transactions contemplated hereby (the "Initial Press Release"), each Party will return the party proposing such issuance shall obtain the --------------------- consent of the other Party’s Confidential Informationparty to the contents thereof, which consent shall not be unreasonably withheld or delayed. In Thereafter, the event Company may issue press releases made in the ordinary course of its business, referring to research collaborations involving the Company, and which do not differ from or go beyond the terms of the Initial Press Release (except that no quotes from EIS or EPIL shall be repeated), without obtaining the Parties hereto have previously entered into a non-consent of the other parties to the contents thereof; provided, however, that any other type of press release or -------- ------- public disclosure or confidentiality agreement that is still by the Company in effect on the Order Effective Date respect of this Agreement, then Agreement or the Parties hereto agree that such prior agreement is transactions contemplated hereby merged into and superseded by this Agreement ONLY with respect will require the consent of EIS or EPIL to the subject matter hereof and the transactions undertaken pursuant heretocontents thereof, which consent shall not be unreasonably withheld or delayed; it being understood that if such second party shall not have responded to such consent request within three business days, such consent shall be deemed given.

Confidentiality; Non-Disclosure. Each 17.1 Except as set forth in Section 17.2 below, a Party hereto acknowledges that by reason receiving Proprietary Information of its relationship with the other Party hereunderpursuant hereto (the “Receiving Party”) will keep such Proprietary Information confidential, it may and will not, without the prior written consent of the Party disclosing such information (the “Disclosing Party”), use any portion of such Proprietary Information for any purpose other than to perform this Agreement, or disclose any portion of such Proprietary Information to any Persons other than the employees, contractors, subcontractors, agents and consultants of the Receiving Party who have a genuine need to have access to confidential the Proprietary Information in order to perform this Agreement and who are required to maintain such information and materials concerning in confidence pursuant to the other terms of a confidentiality or nondisclosure agreement, the terms of which shall be at least as protective of such information as the terms set forth in this Section 17. The Receiving Party shall be liable for any breach of any of the obligations under this Section 17.1 by the Receiving Party’s businessemployees, technologycontractors, and/or products that is confidential to subcontractors, agents and consultants. *** 17.2 The Receiving Party will not be liable for disclosure of Proprietary Information of the other Party (“Confidential Information”). Each Party’s Confidential Information is of substantial value to the Disclosing Party, which value could be impaired or any part thereof, if the Receiving Party can demonstrate that such information Proprietary Information: (a) was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must the public domain at the time of disclosure be identified and labeled as Confidential Information belonging to it was received or subsequently entered the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time public domain through no fault of the disclosure, with subsequent confirmation in writing within fifteen Receiving Party; (15b) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already was known to or in the receiving possession of the Receiving Party at the time of access hereunderreceipt from the Disclosing Party; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by became known to the receiving Receiving Party from a source other than the Disclosing Party without benefit breach of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under an obligation of confidentiality; or (ed) disclosed is at any time lawfully developed by the Receiving Party completely independently of any such disclosure or disclosures from the Disclosing Party. If the Receiving Party or any of its agents, representatives or Affiliates is *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. legally compelled to disclose any Proprietary Information of the Disclosing Party, such Receiving Party (or its agent, representative or Affiliate, as applicable) shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. If, in the absence of a protective order or a waiver hereunder, the Receiving Party (or its agent, representative or Affiliate, as applicable) is, in the opinion of its counsel, compelled to disclose any such Proprietary Information to any court, tribunal or agency or else stand liable for contempt or suffer other censure or penalty, the Receiving Party (or its agent, representative or Affiliate, as applicable) may disclose such Proprietary Information without liability; provided, however, that the Receiving Party (or its agent, representative or Affiliate, as applicable) further agrees that if the Disclosing Party is not successful in precluding the requesting legal proceeding arising body from or requiring the disclosure of the Proprietary Information, it will furnish only that portion of the Proprietary Information which is legally required and that, prior to such disclosure, it will exercise commercially reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Proprietary Information. Except in connection with this Agreement; or (f) required any failure to be disclosed by lawdischarge its responsibilities under the preceding two sentences, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Receiving Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-not be liable for any disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect pursuant to the subject matter hereof and the transactions undertaken pursuant heretocourt order.

Confidentiality; Non-Disclosure. Each 17.1 Except as set forth in Section 17.2 below, a Party hereto acknowledges that by reason receiving Proprietary Information of its relationship with the other Party hereunderpursuant hereto (the “Receiving Party”) will keep such Proprietary Information confidential, it may and will not, without the prior written consent of the Party disclosing such information (the “Disclosing Party”), use any portion of such Proprietary Information for any purpose other than to perform this Agreement, or disclose any portion of such Proprietary Information to any Persons other than the employees, contractors, subcontractors, agents and consultants of the Receiving Party who have a genuine need to have access to confidential the Proprietary Information in order to perform this Agreement and who are required to maintain such information and materials concerning in confidence pursuant to the other terms of a confidentiality or nondisclosure agreement, the terms of which shall be at least as protective of such information as the terms set forth in this Section 17. The Receiving Party shall be liable for any breach of any of the obligations under this Section 17.1 by the Receiving Party’s businessemployees, technologycontractors, and/or products that is confidential to subcontractors, agents and consultants. *** 17.2 The Receiving Party will not be liable for disclosure of Proprietary Information of the other Party (“Confidential Information”). Each Party’s Confidential Information is of substantial value to the Disclosing Party, which value could be impaired or any part thereof, if the Receiving Party can demonstrate that such information Proprietary Information: (a) was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must the public domain at the time of disclosure be identified and labeled as Confidential Information belonging to it was received or subsequently entered the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time public domain through no fault of the disclosure, with subsequent confirmation in writing within fifteen Receiving Party; (15b) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already was known to or in the receiving possession of the Receiving Party at the time of access hereunderreceipt from the Disclosing Party; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by became known to the receiving Receiving Party from a source other than the Disclosing Party without benefit breach of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under an obligation of confidentiality; or (ed) disclosed is at any time lawfully developed by the Receiving Party completely independently of any such disclosure or disclosures from the Disclosing Party. If the Receiving Party or any of its agents, representatives or Affiliates is legally compelled to disclose any Proprietary Information of the Disclosing Party, such Receiving Party (or its agent, representative or Affiliate, as applicable) shall promptly notify the *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Disclosing Party in writing of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions hereof. If, in the absence of a protective order or a waiver hereunder, the Receiving Party (or its agent, representative or Affiliate, as applicable) is, in the opinion of its counsel, compelled to disclose any such Proprietary Information to any court, tribunal or agency or else stand liable for contempt or suffer other censure or penalty, the Receiving Party (or its agent, representative or Affiliate, as applicable) may disclose such Proprietary Information without liability; provided, however, that the Receiving Party (or its agent, representative or Affiliate, as applicable) further agrees that if the Disclosing Party is not successful in precluding the requesting legal proceeding arising body from or requiring the disclosure of the Proprietary Information, it will furnish only that portion of the Proprietary Information which is legally required and that, prior to such disclosure, it will exercise commercially reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Proprietary Information. Except in connection with this Agreement; or (f) required any failure to be disclosed by lawdischarge its responsibilities under the preceding two sentences, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Receiving Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-not be liable for any disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect pursuant to the subject matter hereof and the transactions undertaken pursuant heretocourt order.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason By virtue of its relationship with the other Party hereunderagreement, it CureMD and the Customer may have access to confidential information and materials concerning the other Party’s business, technology, and/or products that is i s confidential to the other Party one another (“Confidential Informationconfi dential information”). Each Party’s Confidential Information is of substantial value information shall include but not be l imited to the Partypricing under the agreement, which value could be impaired if such CureMD and its related supplier’s technologies, products, services, operations or customers, including without limitation, with respect to CureMD’s information was disclosed to third parties and documentation regarding or used contained in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified System, Equipment, and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visuallydocumentation regarding the System and the Equipment, Confidential Information must be and all information clearly identified as confidential at the time of disclosure. Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) i s lawfully disclosed to the other party by a third party without restriction on the disclosure, with subsequent confirmation in writing within fifteen ; or (15d) days after disclosurei s independently developed by the other party. Each Party party agrees that it will (a) i t shall not use in any way the Confidential Information of the other party except as necessary for its own account the performance of i ts activities as expressly authorized by this Agreement, (b) i t shall not disclose or grant the account use of any third the Confidential Information of the other party, except to such of i ts directors, officers or employees that need to know such Confidential Information, except Information for the purpose of performing i ts activities as expressly authorized under by this Agreement, and will protect (c) i t s hall not disclose or grant the use of the Confidential Information at least of the other party to any third party without the same prior written consent of the other party. To the extent as it protects its own that disclosure is authorized by this Agreement, prior to disclosure, the party mak ing the disclosure shall obtain written agreement of any such recipient to hold in confidence and not make use of the Confidential Information and to for any purpose other than those permitted by this Agreement. Each party shall notify the same extent that a reasonable person would protect such other party promptly upon discovery of any unauthorized use or disclosure of the other party's Confidential Information. Neither Party may use Except as otherwise provided in this Section 13, during the other Party’s Confidential Information except term of this Agreement and for a period of three (3) years thereafter, Customer shall not disclose any terms or conditions of this Agreement to perform its duties or exercise its rights under this Agreementany third party without the prior written consent of CureMD. The Confidential Information restrictions will confidentiality obligations contained in this Section 13 shall not apply to the extent that such disclosure is reasonably necessary to comply with an applicable law, regulation of a governmental agency or order of a court of competent jurisdiction, provided that the party making the disclosure shall provide written notice thereof to the other party and a reasonable opportunity to object to such disclosure or to request confidential treatment of the Confidential Information subject to such disclosure, and shall reasonably cooperate with the other party in i ts efforts to preserve the confidentiality thereof. Upon written notifica tion by the disclosing party, all Confidential Information of the disclosing party, and all copies thereof shall be destroyed or returned and not retained by the receiving party in any form or for any reason and, upon request, i t shall furnish written confirmatio n that is (a) already known i t has done so. No license to the receiving Party at the time of access hereunder; (b) is party, under any trademark, patent, copyright or becomes publicly available through no wrongful act of the receiving Partyother right, (c) independently developed which i s now or may thereafter be owned by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in party, or any legal proceeding arising from subsidiary thereof, is either granted or in connection with implied by this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason 9.1 It may become necessary during the course of its relationship with the other Party hereunder, it may have access this Agreement for one party to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential disclose to the other Party information which the disclosing party considers confidential (“"Confidential Information”"). Each Party’s Disclosure of such Confidential Information is shall be governed by the terms of substantial value the Corporate Non-disclosure Agreement or Restricted Use Non-disclosure Agreement(s) to be executed separately by the Party, which value could be impaired if such information was disclosed parties. 9.2 NCD or its subcontractor agrees not to third parties or used in violation of this Agreement. Written or other tangible reverse engineer any Intel Confidential Information must at the time of disclosure be identified or products and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in decompile or disassemble any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least Intel software which is furnished to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights NCD by Intel under this Agreement. The Intel or its subcontractor agrees not to reverse engineer any NCD Confidential Information restrictions or products and will not apply decompile or disassemble any NCD Software, which is furnished to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed Intel by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not NCD under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) . 9.3 Except as required to be disclosed by law, provided the Party compelled to neither party may disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination content of this Agreement or an applicable Addendum, each Party will return the preceding discussions without the prior written consent of the other Party’s party. Any public announcement relating to this CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [*] Confidential InformationTreatment Requested - Edited Copies. In INTEL AND NCD CONFIDENTIAL Agreement or the event that business relationship between the Parties hereto have previously entered into a non-disclosure two parties shall not be made without the prior written consent of the other party. 9.4 Notwithstanding the foregoing or confidentiality agreement that is still anything else contained in effect on the Order Effective Date of this Agreement, then either party may use Residuals (as defined below) for any purpose including without limitation, for the Parties hereto agree development, manufacture, promotion, sale or maintenance of its products and services; provided however, that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect the right to the subject matter hereof and the transactions undertaken pursuant heretouse Residuals does not represent a license under any patent or copyright.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason of its relationship with the other Party hereunder, it may have access to confidential information and materials concerning the other Party’s 's business, technology, and/or products that is confidential to the other Party (“"Confidential Information”"). Each Party’s Confidential Information is of substantial value to the Party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreementthese Terms of Use, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would undertake to protect such Confidential Information. Neither Party may use the other Party’s 's Confidential Information except to perform its duties or exercise its rights under this Agreementthese Terms of Use including the Privacy Policy. The Confidential Information restrictions will not apply to Confidential Information information or data that is is: (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, ; (c) independently developed by the receiving Party without benefit of the disclosing Party’s 's Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreementthese Terms of Use; or (f) is required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendumthese Terms of Use, each Party will return to, or irretrievably destroy, the other Party’s 's Confidential InformationInformation in its possession. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreementthese Terms of Use, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement these Terms of Use ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.