Common use of Confidentiality; Non-Use Clause in Contracts

Confidentiality; Non-Use. Consultant shall hold all of Jounce’s Confidential Information in confidence, shall exercise reasonable precautions to physically protect the integrity and confidentiality of all of Jounce’s Confidential Information and shall not disclose any Confidential Information to any third party, except as expressly permitted by this Agreement. Consultant shall not use Jounce’s Confidential Information for any purpose except as may be necessary in the ordinary course of performing Services without the prior written consent of Jounce. Consultant acknowledges that in connection with entering into and performing this Agreement or performing Services, Xxxxxx has disclosed or may disclose (whether directly or indirectly) information to Consultant (including information of third parties that Jounce may disclose to Consultant). Jounce’s “Confidential Information” means (a) all Work Product, and (b) all confidential and proprietary data, trade secrets, business plans, and other information of a confidential or proprietary nature, belonging to Jounce or its subsidiaries or third parties with whom Jounce may have business dealings, disclosed or otherwise made available to Consultant by Jounce or on behalf of Jounce; provided, however, that Confidential Information shall not include information Consultant receives from Jounce which Consultant establishes by competent proof: (i) was in the public domain at the time of disclosure; (ii) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) was in Consultant’s possession without obligation of confidentiality before the time of first disclosure by Xxxxxx; (iv) Consultant independently developed without use or reference to any Confidential Information; or (v) was received by Consultant from a third party who has the right to disclose it to Consultant. Consultant may disclose the Confidential Information to a governmental authority or by order of a court of competent jurisdiction only if required by such governmental authority or court and provided that Consultant (x) uses best efforts to obtain all applicable governmental or judicial protection available for like material and (y) provides Jounce with reasonable advance written notice of such required disclosure. Any failure by Jounce to designate information as confidential or proprietary shall not be deemed to waive any rights of Jounce or obligations of Consultant under this Agreement. Consultant shall not reverse engineer, chemically analyze, disassemble, modify, decompile or create derivative works based on any Jounce’s Confidential Information. All Jounce’s Confidential Information shall be solely and exclusively owned by Jounce.

Confidentiality; Non-Use. Consultant You shall hold all of Jounce’s Confidential Information (as defined below) in confidence, shall exercise reasonable precautions to physically protect the integrity and confidentiality of all of Jounce’s Confidential Information Information, and shall not disclose any Confidential Information to any third party, except as expressly permitted by this Agreement. Consultant You shall not use Jounce’s Confidential Information for any purpose except as may be necessary in the ordinary course of performing Services without the prior written consent of JounceXxxx. Consultant acknowledges that in connection with entering into and performing this Agreement or performing Services, Xxxxxx has disclosed or may disclose (whether directly or indirectly) information to Consultant (including information of third parties that Jounce may disclose to Consultant). Jounce’s “Confidential Information” means (a) all Work Product, and (b) all confidential and proprietary data, trade secrets, business plans, and other information of a confidential or proprietary nature, belonging to Jounce Sage or its subsidiaries or third parties with whom Jounce Xxxx may have business dealings, disclosed or otherwise made available to Consultant you by Jounce Xxxx or on behalf of Jounce; provided, however, that Confidential Information shall not include information Consultant receives from Jounce which Consultant establishes by competent proof: (i) was Sage in connection with the public domain at the time performance of disclosure; (ii) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) was in Consultant’s possession without obligation of confidentiality before the time of first disclosure by Xxxxxx; (iv) Consultant independently developed without use or reference to any Confidential Information; or (v) was received by Consultant from a third party who has the right to disclose it to ConsultantServices hereunder. Consultant You may disclose the Confidential Information to a governmental authority or by order of a court of competent jurisdiction only if required by such governmental authority or court and provided that Consultant (x) uses best efforts the disclosure is subject to obtain all applicable governmental or judicial protection available for like material material, reasonable advance notice is given to Sage, and you reasonably cooperate with Sage in obtaining such order. You hereby acknowledge that Confidential Information may contain material, non-public information about Sage and hereby agree that you may not purchase or sell any securities of Sage while in possession of such information. Upon the termination of this Agreement, or upon the written request by Xxxx, you shall promptly deliver to Sage all Confidential Information and all copies and embodiments thereof (including notes and abstracts) then in your custody, control or possession, except for those portions of the Confidential Information that constitutes analyses, compilations, studies or similar documents prepared by or on behalf of you, which shall be destroyed by you. You shall, at the written request of Xxxx, deliver within five (5) days after the termination of this Agreement or request by Xxxx, a written statement to Sage certifying to such actions. You will ensure that any Confidential Information in electronic form that is received, accessed, processed, handled or stored by you is protected using policies, procedures, technologies and administrative, physical and technical safeguards that (a) are at least equal to then-current industry best practices for protection of similar information, and (yb) provides Jounce prevent willful, accidental or unlawful (i) disruption of, (ii) damage to, (iii) interference with reasonable advance written notice of authorized access to or any other interference, (iv) destruction, loss, alteration of, or (v) unauthorized disclosure, use of, or access to such Confidential Information; and is backed up regularly but no less than once each week. Backups will be retained for a 90-day period or such longer period as is required disclosure. Any failure by Jounce for receiving Party to designate information as confidential or proprietary shall not be deemed to waive any rights of Jounce or comply with its obligations of Consultant under this Agreement. Consultant shall not reverse engineerYou will notify Sage, chemically analyzewithout undue delay, disassemble, modify, decompile but in no event more than forty-eight (48) hours of becoming aware of any unauthorized access to or create derivative works based on any Jounce’s Confidential Information. All Jounce’s use or disclosure of the Confidential Information (a “Security Breach”) and will immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof. You shall be solely provide such notification of the Security Breach to Sage, by telephone at 000-000-0000 and exclusively owned by Jounceemail to xxxxxxxxxxxxx@xxxxxx.xxx with email copy to your primary business contact at Sage (with each email sent with request for a read receipt of such recipient). Promptly following your notification to Sage of a Security Breach, you will provide Sage with all assistance and information reasonably requested by Xxxx regarding the Security Breach and with Xxxx’s handling of the matter in accordance with applicable laws and regulations.

Confidentiality; Non-Use. Consultant You shall hold all of Jounce’s Confidential Information (as defined below) in confidence, shall exercise reasonable precautions to physically protect the integrity and confidentiality of all of Jounce’s Confidential Information Information, and shall not disclose any Confidential Information to any third party, except as expressly permitted by this Agreement. Consultant You shall not use Jounce’s Confidential Information for any purpose except as may be necessary in the ordinary course of performing Services or in connection with your service on the Sage board of directors without the prior written consent of JounceSage. Consultant acknowledges that in connection with entering into and performing this Agreement or performing Services, Xxxxxx has disclosed or may disclose (whether directly or indirectly) information to Consultant (including information of third parties that Jounce may disclose to Consultant). Jounce’s “Confidential Information” means (a) all Work Product, and (b) all confidential and proprietary data, trade secrets, business plans, and other information of a confidential or proprietary nature, belonging to Jounce Sage or its subsidiaries or third parties with whom Jounce Sxxx may have business dealings, disclosed or otherwise made available to Consultant you by Jounce Sxxx or on behalf of Jounce; provided, however, that Confidential Information shall not include information Consultant receives from Jounce which Consultant establishes by competent proof: (i) was in the public domain at the time of disclosure; (ii) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement; (iii) was in Consultant’s possession without obligation of confidentiality before the time of first disclosure by Xxxxxx; (iv) Consultant independently developed without use or reference to any Confidential Information; or (v) was received by Consultant from a third party who has the right to disclose it to ConsultantSage. Consultant You may disclose the Confidential Information to a governmental authority or by order of a court of competent jurisdiction only if required by such governmental authority or court and provided that Consultant (x) uses best efforts the disclosure is subject to obtain all applicable governmental or judicial protection available for like material and (y) provides Jounce with material, reasonable advance written notice is given to Sage, and you reasonably cooperate with Sage in obtaining such order. You hereby acknowledge that Confidential Information may contain material, non-public information about Sxxx and hereby agrees that you may not purchase or sell any securities of Sage while in possession of such required disclosureinformation. Any failure by Jounce to designate information as confidential or proprietary shall not be deemed to waive any rights Upon the termination of Jounce or obligations of Consultant under this Agreement. Consultant , or upon the written request by Sxxx, you shall not reverse engineer, chemically analyze, disassemble, modify, decompile or create derivative works based on any Jounce’s Confidential Information. All Jounce’s promptly deliver to Sage all Confidential Information and all copies and embodiments thereof (including notes and abstracts) then in your custody, control or possession, except for those portions of the Confidential Information that constitutes analyses, compilations, studies or similar documents prepared by or on behalf of you not specifically as part of Services, which shall be solely and exclusively owned destroyed by Jounceyou. You shall, at the written request of Sxxx, deliver within five (5) days after the termination of this Agreement or request by Sxxx, a written statement to Sage certifying to such actions.