Common use of Confidentiality Obligations Clause in Contracts

Confidentiality Obligations. 18.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.1.

Confidentiality Obligations. 18.1 19.1. Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 19.1.1. is in the public domain prior to disclosure to the receiving Party; 18.1.2 19.1.2. becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 19.1.3. is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 19.1.4. is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 19.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.119.1.

Confidentiality Obligations. 18.1 19.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 19.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 19.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 19.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 19.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 clause 19.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.119.1.

Confidentiality Obligations. 18.1 19.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 19.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 19.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 19.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 19.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 19.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.119.1.

Confidentiality Obligations. 18.1 8.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 8.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 8.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 8.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 8.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. . 8.2 In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 8 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.18. 8.3 Upon termination or expiration of this Agreement, each Party agrees at the request of the other Party to destroy and certify destruction thereof of all Confidential Information in its possession received from the other save insofar as the receiving Party needs such Confidential Information to fulfil its post-termination obligations to the other Party or to Customers.

Confidentiality Obligations. 18.1 19.1. Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 19.1.1. is in the public domain prior to disclosure to the receiving Party; 18.1.2 19.1.2. becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 19.1.3. is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 19.1.4. is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 19 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.119.

Confidentiality Obligations. 18.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using Party in the same degree manner that it protects the confidentiality of careits own proprietary and confidential information of like kind, but not in no event using less than a reasonable degree standard of care, to prevent the unauthorized disclosure . A party shall not: (a) disclose or use thereof any Confidential Information of the other Party for any purpose outside the scope of this Agreement, except with the disclosing party’s prior written permission, or (b) disclose or make the other party’s Confidential Information available to any party, except those of its Affiliates, employees, contractors, and agents that have signed or accepted an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. If a party is compelled by law to disclose Confidential Information of the other party, it shall provide prior notice of such Party uses compelled disclosure (to protect its own confidential information the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. Due to the unique nature of like nature. The Parties hereby acknowledge that damages may not the parties’ Confidential Information disclosed hereunder, there can be an no adequate remedy at law for any a party’s breach of this clause 18.1 its obligations hereunder, and that either Party will therefore any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to apply for seek injunctive and other appropriate equitable relief from in addition to any court of competent jurisdiction other remedies available to restrain any breach or threatened breach of this clause 18.1it.

Confidentiality Obligations. 18.1 19.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 19.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 19.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 19.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 19.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliatesaffiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 clause 19.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.119.1.

Confidentiality Obligations. 18.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using Party in the same degree manner that it protects the confidentiality of careits own proprietary and Confidential Information of like kind, but not in no event using less than a reasonable degree standard of care, to prevent the unauthorized disclosure . A Party shall not: (a) disclose or use thereof any Confidential Information of the other Party for any purpose outside the scope of this Agreement, except with the disclosing Party’s prior written permission; and (b) disclose or make the other Party’s Confidential Information available to any party, except those of its Affiliates, employees, contractors, and agents that have signed or accepted an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. If a Party is compelled by law to disclose Confidential Information of the other Party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other Party’s cost, if the other Party uses wishes to protect its own confidential information contest the disclosure. Due to the unique nature of like nature. The Parties hereby acknowledge that damages may not the Parties’ Confidential Information disclosed hereunder, there can be an no adequate remedy at law for any a Party’s breach of this clause 18.1 its obligations hereunder, and that either any such breach may result in irreparable harm to the non-breaching Party. Therefore, upon any such breach or threat thereof, the Party will therefore alleging breach shall be entitled to apply for seek injunctive and other appropriate equitable relief from in addition to any court of competent jurisdiction other remedies available to restrain any breach or threatened breach of this clause 18.1it.

Confidentiality Obligations. 18.1 12.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 : (a) is in the public domain prior to disclosure to the receiving Party; 18.1.2 ; (b) becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 ; (c) is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 or (d) is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 12.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.112.1.

Confidentiality Obligations. 18.1 Each Party party agrees to maintain such Confidential Information received from the other party in confidence and not strict confidence, to use it only in a manner consistent with the purpose for which it was transmitted and to not disclose it to third parties except third parties who are counsel or disclose such Confidential Informationwho are employees, without the prior written approval of the disclosing Party, except as required to comply with any order of a court consultants or any applicable rule, regulation permitted contractors or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part subcontractors of the receiving Party; 18.1.3 party who have a need to know, have been instructed that it is lawfully in the possession of the receiving Party prior proprietary information and are under binding obligations to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access maintain its confidentiality pursuant to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such processterms which are at least as stringent as those set forth herein. Each Party party agrees that to take the Confidential Information shall be disclosed only on a need-to-know basis same measures to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof party that such Party uses it takes to protect its own confidential information of like naturecomparable sensitivity, but in no event less than reasonable care. The Parties hereby acknowledge All materials transmitted between the parties or accessed hereunder and containing Confidential Information will remain the property of the transmitting party and will, along with all copies, summaries and other tangible manifestations thereof, be immediately returned upon termination or expiration of this Agreement or upon earlier reasonable request unless previously destroyed at the transmitting party’s request. Each party will, upon the other party’s request, provide a written officer’s certificate certifying that damages may not it has so returned or destroyed the other party’s Confidential Information. Each party will be an adequate remedy responsible for any breach of this clause 18.1 confidentiality hereunder by any of its Affiliates, Sublicensees, consultants, employees, independent contractors. Each party will advise the other immediately in the event that it learns or has reason to believe that any person discloses or uses or intends to disclose or use such other party’s Confidential Information and that either Party will therefore be entitled reasonably cooperate with the other party to apply for injunctive relief from any court of competent jurisdiction to restrain any breach prevent or threatened breach of this clause 18.1remedy the same.

Confidentiality Obligations. 18.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using Party in the same degree manner that it protects the confidentiality of careits own proprietary and Confidential Information of like kind, but not in no event using less than a reasonable degree standard of care, to prevent the unauthorized disclosure . A party shall not: (a) disclose or use thereof any Confidential Information of the other Party for any purpose outside the scope of this Agreement, except with the disclosing Party’s prior written permission; and (b) disclose or make the other Party’s Confidential Information available to any party, except those of its Affiliates, employees, contractors, and agents that have signed or accepted an agreement containing the disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this Agreement. If a Party is compelled by law to disclose Confidential Information of the other Party, it shall provide prior notice of such Party uses compelled disclosure (to protect its own confidential information the extent legally permitted) and reasonable assistance, at the other Party’s cost, if the other party wishes to contest the disclosure. Due to the unique nature of like nature. The Parties hereby acknowledge that damages may not the Parties’ Confidential Information disclosed hereunder, there can be an no adequate remedy at law for any a Party’s breach of this clause 18.1 its obligations hereunder, and that either any such breach may result in irreparable harm to the non-breaching Party. Therefore, upon any such breach or threat thereof, the Party will therefore alleging breach shall be entitled to apply for seek injunctive and other appropriate equitable relief from in addition to any court of competent jurisdiction other remedies available to restrain any breach or threatened breach of this clause 18.1it.

Confidentiality Obligations. 18.1 Each Except as expressly permitted by this Agreement, each Party agrees to maintain that during the Term and for ten (10) years thereafter, such Party will, and will ensure that its Affiliates and its and their respective Personnel (“Representatives”), hold in confidence all Confidential Information received from disclosed to it by the other in confidence and Party pursuant to this Agreement (or the Existing Confidentiality Agreement, as applicable). The Receiving Party will not to use or disclose such any of the Confidential Information, without except to its Representatives who need to know the prior written approval Confidential Information for the purpose of performing the Receiving Party’s obligations, or exercising its rights, under this Agreement and who are bound by obligations of non-use and non-disclosure substantially similar to those set forth herein. The Receiving Party will be responsible for any disclosure or use of the disclosing Confidential Information in breach of its obligations hereunder by such Representatives. The Receiving Party will protect Confidential Information using not less than the same care with which it treats its own confidential information, but at all times will use at least reasonable care. Each Party will: (i) implement and maintain appropriate security measures to prevent unauthorized access, disclosure or use of the other Party’s Confidential Information; (ii) promptly notify the other Party of any unauthorized access or disclosure of such other Party’s Confidential Information (and, in the case of Wave as the Receiving Party, except as required will send an e-mail to comply xxxx@xxx.xxx); and (iii) cooperate with any order of a court or any applicable rule, regulation or law such other Party in good faith in connection with the investigation and remediation of any jurisdictionsuch unauthorized access or disclosure. Confidential information shall not include that which: 18.1.1 is in The existence and terms of this Agreement and the public domain prior to disclosure to Equity Agreements are the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of each Party. All information exchanged between the disclosing Party, it shall promptly notify Parties regarding the disclosing Party Prosecution and allow Maintenance and enforcement and defense of the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall Patents under Section 8 (Intellectual Property) will be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.1Disclosing Party.

Confidentiality Obligations. 18.1 20.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 20.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 20.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 20.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 20.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their its employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party will ensure that all such persons to whom it discloses Confidential Information will comply with the provisions of this clause 20. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 20.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.120.1. 20.2 Upon termination or expiration of this Agreement, each Party agrees at the request of the other Party to destroy and certify destruction thereof of all Confidential Information in its possession received from the other save insofar as the receiving Party needs such Confidential Information to fulfil its post-termination obligations to the other Party or to customers.

Confidentiality Obligations. ‌ 18.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.1.

Confidentiality Obligations. 18.1 (a) Each Party party agrees to maintain Confidential Information received from the other in confidence and not to neither use or for any unauthorized purpose nor disclose such Confidential Information, without the prior written approval of the disclosing Partyparty, except for such disclosures as are required to comply with any order of a court or any applicable rule, regulation or law of any jurisdictionjurisdiction or as provided in Section 11.4. Confidential information shall not include that which: 18.1.1 is Information may be used only in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part performance of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by this Agreement and for such other purposes as the disclosing Party; orparty may authorize in writing. 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. (b) In the event that a receiving Party party is required by judicial or administrative process to disclose Confidential Information of the disclosing Partyparty, it shall promptly notify the disclosing Party party and allow the disclosing Party party a reasonable time to oppose such process. Each Party agrees that the . (c) Within each party and their respective Affiliates, Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligationbasis. Each Party party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof as that such Party party uses to protect its own confidential information of like nature. . (d) The Parties hereby acknowledge foregoing obligations shall remain in force with respect to each item of Confidential Information for five (5) years following the date such information is first disclosed under this Agreement. (e) Each party represents and warrants to the other that damages may not its employees, agents or consultants having access to any Confidential Information of the other party shall be an adequate remedy for any breach subject to a valid, binding and enforceable agreement to maintain such Confidential Information in confidence. (f) Each party agrees upon request of the other party to return all Confidential Information received from the other party under this clause 18.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.1Agreement.

Confidentiality Obligations. 18.1 21.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 21.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 21.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 21.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 21.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. . 21.2 In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-need- to-know basis to their its employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party will ensure that all such persons to whom it discloses Confidential Information will comply with the provisions of this clause 21. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 21.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.121.1. 21.3 Upon termination or expiration of this Agreement, each Party agrees at the request of the other Party to destroy and certify destruction thereof of all Confidential Information in its possession received from the other save insofar as the receiving Party needs such Confidential Information to fulfil its post-termination obligations to the other Party or to customers.

Confidentiality Obligations. 18.1 Each Party agrees to maintain During the term of this Agreement and thereafter, each party: (a) shall treat as confidential all Confidential Information received from provided to the other receiving party by the disclosing party, (b) shall not use such Confidential Information except as expressly permitted under the terms of this Agreement or otherwise authorized in confidence and not writing by the disclosing party, (c) shall implement reasonable procedures to use prohibit the disclosure, unauthorized duplication, misuse or disclose removal of such Confidential Information, and (d) shall not disclose such Confidential Information to any third party unless it is necessary to fulfill one or more obligations expressly required by this Agreement, and provided that such third party agrees in writing to be bound by terms of confidentiality at least equivalent to those set forth in this Article VII. Without limiting the foregoing, each of the parties shall use at least the same procedures and degree of care to prevent the disclosure of Confidential Information as its uses to prevent the disclosure of its own confidential information of like importance, and shall in any event use no less than reasonable procedures and a reasonable degree of care. For purposes of this Article VII, “Confidential Information” means any and all non‑public and proprietary information that is designated as such and that is disclosed by either party to the other (including, without limitation, the prior written approval GenMark Intellectual Property Rights and Plexus Background IP) in any form in connection with this Agreement and that, if orally disclosed, shall be identified in writing within thirty (30) days of such disclosure. A receiving party shall notify the disclosing party promptly upon discovery of any unauthorized use or disclosure of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the party’s Confidential Information. In Upon the event that a receiving Party is required by judicial expiration or administrative process earlier termination of this Agreement, each party shall return to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect other party all tangible items regarding the Confidential Information of the other by using party and all copies thereof; provided, however, that a receiving party shall have the same degree right to retain one (1) copy for its legal files for the sole purpose of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect determining its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.1obligations hereunder.

Confidentiality Obligations. 18.1 20.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 20.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 20.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 20.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 20.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their its employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party will ensure that all such persons to whom it discloses Confidential Information will comply with the provisions of this clause 20. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 20.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.120.1. 20.2 Upon termination or expiry of this Agreement, each Party agrees at the request of the other Party to destroy and certify destruction thereof of all Confidential Information in its possession received from the other save insofar as the receiving Party needs such Confidential Information to fulfil its post- termination obligations to the other Party or to customers.

Confidentiality Obligations. 18.1 21.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 21.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 21.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 21.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 21.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. . 21.2 In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their its employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party will ensure that all such persons to whom it discloses Confidential Information will comply with the provisions of this clause 21. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 21.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.121.1. 21.3 Upon termination or expiration of this Agreement, each Party agrees at the request of the other Party to destroy and certify destruction thereof of all Confidential Information in its possession received from the other save insofar as the receiving Party needs such Confidential Information to fulfil its post-termination obligations to the other Party or to customers.

Confidentiality Obligations. 18.1 20.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 20.1.1 is in the public domain prior to disclosure to the receiving Party;Party;‌ 18.1.2 20.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 20.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 20.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. Information.‌ In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their its employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party will ensure that all such persons to whom it discloses Confidential Information will comply with the provisions of this clause 20. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 20.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.120.1. 20.2 Upon termination or expiration of this Agreement, each Party agrees at the request of the other Party to destroy and certify destruction thereof of all Confidential Information in its possession received from the other save insofar as the receiving Party needs such Confidential Information to fulfil its post-termination obligations to the other Party or to customers.

Confidentiality Obligations. 18.1 (a) Each Party party agrees to maintain Confidential Information received from the other in confidence and not to neither use or for any unauthorized purpose nor disclose such Confidential Information, without the prior written approval of the disclosing Partyparty, except for such disclosures as are required to comply with any order of a court or any applicable rule, regulation or law of any jurisdictionjurisdiction or as provided in Section 11.4. Confidential information shall not include that which: 18.1.1 is Information may be used only in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part performance of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by this Agreement and for such other purposes as the disclosing Party; orparty may authorize in writing. 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. (b) In the event that a receiving Party party is required by judicial or administrative process to disclose Confidential Information of the disclosing Partyparty, it shall promptly notify the disclosing Party party and allow the disclosing Party party a reasonable time to oppose such process. Each Party agrees that the . (c) Within each party and their respective Affiliates, Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligationbasis. Each Party party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof as that such Party party uses to protect its own confidential information of like nature. . (d) The Parties hereby acknowledge that damages may not be an adequate remedy foregoing obligations shall remain in force with respect to each item of Confidential Information for five (5) years following the date such information is first disclosed under this Agreement, notwithstanding any breach earlier termination of this clause 18.1 Agreement. (e) Each party represents and warrants to the other that either Party will therefore its employees, agents or consultants having access to any Confidential Information of the other party shall be entitled subject to apply for injunctive relief a valid, binding and enforceable agreement to maintain such Confidential Information in confidence. (f) Each party agrees upon request of the other party to return all Confidential Information received from any court of competent jurisdiction to restrain any breach or threatened breach of the other party under this clause 18.1Agreement.

Confidentiality Obligations. 18.1 Each Party party agrees to maintain such Confidential Information received from the other party in confidence and not strict confidence, to use it only in a manner consistent with the purpose for which it was transmitted in connection with this Agreement and to not disclose it to third parties except third parties who are counsel or disclose such Confidential Informationwho are employees, without the prior written approval of the disclosing Party, except as required to comply with any order of a court consultants or any applicable rule, regulation permitted contractors or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part subcontractors of the receiving Party; 18.1.3 party who have a need to know, have been instructed that it is lawfully in the possession of the receiving Party prior proprietary information and are under binding obligations to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such processmaintain its confidentiality at least as stringent as those set forth herein. Each Party party agrees that to take the Confidential Information shall be disclosed only on a need-to-know basis same measures to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof party that such Party uses it takes to protect its own confidential information of like naturecomparable sensitivity, but in no event less than reasonable care. The Parties hereby acknowledge that damages All materials transmitted between the parties or accessed hereunder and containing Confidential Information will remain the property of the transmitting party and will, along with all copies, summaries and other tangible manifestations thereof, be immediately returned upon termination or expiration of this Agreement or upon earlier reasonable request, unless previously destroyed. Notwithstanding the foregoing, each party may not keep one (1) copy of the other party’s Confidential Information to the extent needed to confirm compliance with the terms of this Agreement. Each party will be an adequate remedy responsible for any breach of this clause 18.1 confidentiality hereunder by any of its affiliates, sublicensees, employees, consultants or other independent contractors. Each party will advise the other immediately in the event that it learns or has reason to believe that any person under its reasonable control has disclosed or used or intends to disclose or use such other party’s Confidential Information and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach the remedial or threatened breach of this clause 18.1preventative actions being taken.

Confidentiality Obligations. 18.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party; 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using Party in the same degree manner that it protects the confidentiality of careits own proprietary and Confidential Information of like kind, but not in no event using less than a reasonable degree standard of care, to prevent the unauthorized disclosure . A Party shall not: (a) disclose or use thereof any Confidential Information of the other Party for any purpose outside the scope of this XXXX, except with the disclosing Party’s prior written permission; and (b) disclose or make the other Party’s Confidential Information available to any party, except those of its Affiliates, employees, contractors, and agents that have signed or accepted an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this XXXX. If a Party is compelled by law to disclose Confidential Information of the other Party, it shall provide prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other Party’s cost, if the other Party uses wishes to protect its own confidential information contest the disclosure. Due to the unique nature of like nature. The Parties hereby acknowledge that damages may not the Parties’ Confidential Information disclosed hereunder, there can be an no adequate remedy at law for any a Party’s breach of this clause 18.1 its obligations hereunder, and that either any such breach may result in irreparable harm to the non-breaching Party. Therefore, upon any such breach or threat thereof, the Party will therefore alleging breach shall be entitled to apply for seek injunctive and other appropriate equitable relief from in addition to any court of competent jurisdiction other remedies available to restrain any breach or threatened breach of this clause 18.1it.

Confidentiality Obligations. 18.1 Each Party agrees to maintain Confidential Information received from the other in confidence and not to use or disclose such Confidential Information, without the prior written approval of the disclosing Party, except as required to comply with any order of a court or any applicable rule, regulation or law of any jurisdiction. Confidential information shall not include that which: 18.1.1 is in the public domain prior to disclosure to the receiving Party; 18.1.2 becomes part of the public domain through no unauthorized act or omission on the part of the receiving Party;Party;‌ 18.1.3 is lawfully in the possession of the receiving Party prior to disclosure by the disclosing Party; or 18.1.4 is independently developed by employees of the receiving Party with no access to the Confidential Information. In the event that a receiving Party is required by judicial or administrative process to disclose Confidential Information of the disclosing Party, it shall promptly notify the disclosing Party and allow the disclosing Party a reasonable time to oppose such process. Each Party agrees that the Confidential Information shall be disclosed only on a need-to-know basis to their employees, officers, directors, Affiliates, agents, professional advisors or others that are likewise subject to a confidentiality obligation. Each Party shall protect the Confidential Information of the other by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized disclosure or use thereof that such Party uses to protect its own confidential information of like nature. The Parties hereby acknowledge that damages may not be an adequate remedy for any breach of this clause 18.1 and that either Party will therefore be entitled to apply for injunctive relief from any court of competent jurisdiction to restrain any breach or threatened breach of this clause 18.1.