Common use of Confidentiality Non Solicitation Clause in Contracts

Confidentiality Non Solicitation. Each of the Parties hereto acknowledge that all Confidential Information (as defined below) of the other Parties, including, but without limitation, all business plans, designs, pricing, customers, production techniques, production formulations, marketing materials, product applications, both current and future, sources of supply, other documents and trade secrets and all other non-public information, (the “Confidential Information”), except as provided in clauses (a) through (d) below; was acquired, designed, and/or developed by them at great expense; is secret, confidential and unique, and constitutes their respective trade secrets and exclusive property, and that any use by either Party of any such trade secrets and Confidential Information of the other Party, other than in accordance with the terms of this Agreement, would be wrongful and would cause irreparable injury. Each Party hereto, will keep, file and store such Confidential Information in a manner consistent with its confidential nature. The Parties shall not, at any time, disclose, or divulge, to any person, firm or corporation, or use or suffer the use by any third party for any purpose, without prior written consent, other than solely as permitted hereunder, or required in accordance with the terms of this Agreement, directly, for its own benefit, or the benefit of any person, firm, or corporation, any such Confidential Information of the other obtained from, or through them. The commitments hereunder with respect to Confidential Information shall not extend to any part of such Confidential Information which: (a) was known prior to disclosure by the other party through no wrongful act of the Party receiving the confidential information; (b) was known, or available, to the public prior to disclosure by the other Party; (c) becomes known, or available, to the public subsequent to disclosure by the other Party through no wrongful act of the Party receiving the confidential information; or (d) was disclosed to the receiving Party at any time by a third party (other than an affiliate of the receiving Party) having a bona fide right to disclose such information to the receiving Party.

Confidentiality Non Solicitation. Each a. MS and Company agree that any and all information identified by the other as "Confidential" and/or "Proprietary", or which, under all of the Parties hereto acknowledge that all circumstances, ought reasonably to be treated as Confidential Information (as defined below) and/or Proprietary, will not be disclosed to any third person without the express consent of the other Parties, including, but without limitation, all business plans, designs, pricing, customers, production techniques, production formulations, marketing materials, product applications, both current and future, sources party for a period of supply, other documents and trade secrets and all other non-public information, five (5) years following the “disclosure of the Confidential Information”), except . The terms and conditions of this Agreement are confidential. These confidentiality obligations shall not apply to any information or development which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) is already known to the receiving party before disclosure by the disclosing party; (iii) is developed through the independent efforts of the receiving party; or (iv) the receiving party rightfully receives from a third party without restriction as provided in clauses (a) through (d) below; was acquired, designed, and/or developed by them at great expense; is secret, confidential and unique, and constitutes their respective trade secrets and exclusive property, and that any to confidentiality or use. b. The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use by either Party of any such trade secrets and Confidential Information of the other Partyparty's Confidential Information. Further, other than in accordance either party shall be free to use for any purpose the residuals resulting from access to or work with the terms of this Agreement, would be wrongful and would cause irreparable injury. Each Party hereto, will keep, file and store such Confidential Information, provided that such party shall maintain the confidentiality of the Confidential Information in a manner consistent with its confidential natureas provided herein. The Parties term "residuals" means technical information related to computer software technology in non-tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. Neither party shall not, at have any time, disclose, obligation to limit or divulge, restrict the assignment of such persons or to pay royalties for any person, firm or corporation, or use or suffer work resulting from the use by any third of residuals. However, the foregoing shall not be deemed to grant to either party for any purpose, without prior written consent, other than solely as permitted hereunder, or required in accordance with the terms of this Agreement, directly, for its own benefit, or the benefit of any person, firm, or corporation, any such Confidential Information of a license under the other obtained from, party's copyrights or through them. The commitments hereunder with respect to Confidential Information shall not extend to any part of such Confidential Information which: (a) was known prior to disclosure by the other party through no wrongful act of the Party receiving the confidential information; (b) was known, or available, to the public prior to disclosure by the other Party; (c) becomes known, or available, to the public subsequent to disclosure by the other Party through no wrongful act of the Party receiving the confidential information; or (d) was disclosed to the receiving Party at any time by a third party (other than an affiliate of the receiving Party) having a bona fide right to disclose such information to the receiving Partypatents.