Common use of Confidentiality of Software Clause in Contracts

Confidentiality of Software. Licensee acknowledges that the Application Software is confidential in nature and constitutes a trade secret belonging to Licensor. Licensee agrees to hold the Application Software in confidence for Licensor and not to sell, rent, license, distribute, transfer, or disclose the Application Software or its contents, including methods or ideas used in the Application Software, to anyone except to employees of Licensee when disclosure to employees is necessary to use the license granted in this Agreement. Licensee shall instruct all employees to whom any such disclosure is made that the disclosure is confidential and that the employee must keep the Application Software confidential by using the same care and discretion that they use with other data designated by Licensee as confidential. The confidentiality requirements of this Section shall be in effect both during the term of this Agreement and after it is terminated, provided, that the foregoing restrictions shall not apply to information: (a) generally known to the public or obtainable from public sources; (b) readily apparent from the keyboard operations, visual display, or output reports of the Application Software; (c) previously in the possession of Licensee or subsequently developed or acquired without reliance on the Application Software; or (d) approved by Licensor for release without restriction.

Confidentiality of Software. Licensee acknowledges that the Application Software is confidential in nature and constitutes a trade secret belonging to Licensor. Licensee agrees to hold the Application Software in confidence for Licensor and not to sell, rent, license, distribute, transfer, or disclose the Application Software or its contents, including methods or ideas used in the Application Software, to anyone except to employees of Licensee when disclosure to employees is necessary to use the license granted in this Agreement. Licensee shall instruct all employees to whom any such disclosure is made that the disclosure is confidential and that the employee must keep the Application Software confidential by using the same care and discretion that they use with other data designated by Licensee as confidential. The confidentiality requirements of this Section shall be in effect both during the term of this Agreement and for a period of seven (7) years after it is terminated, provided, that the foregoing restrictions shall not apply to information: (a) generally known to the public or obtainable from public sources; (b) readily apparent from the keyboard operations, visual display, or output reports of the Application Software; (c) previously in the possession of Licensee or subsequently developed or acquired without reliance on the Application Software; or (d) approved by Licensor for release without restriction.