Common use of Confidentiality Records Clause in Contracts

Confidentiality Records. 9.1 Contractor’s performance of the Services will give access to information and records of the Department and of persons or entities who are the subject of the Services which will include such confidential or proprietary data, or trade secrets, as information about product features and design, pricing and cost information, current or future marketing plans, claims data, internal information about business affairs, technical information, customer lists, and other proprietary information (collectively, “Confidential Information”) which are valuable, special and unique assets of the persons or entities who are the subject of the Services. At all times, Contractor shall treat such information and records as Confidential Information. Contractor agrees that it will not at any time or in any manner, either directly or indirectly, use any Confidential Information for the Contractor’s own benefit, or divulge, disclose, or communicate in any manner any Confidential Information to any third party without the prior written consent of the Department or the person or entity, as may be the case. A violation of this subsection shall be a material violation of this Contract. The confidentiality provisions of this Contract shall remain in full force and effect after the termination of this Contract. 9.2 If it appears that the Contractor has disclosed (or has threatened to disclose) Confidential Information in violation of this Contract, the Department shall be entitled to an injunction to restrain the Contractor from disclosing, in whole or in part, such information, or from providing any services to any party to whom such information has been disclosed or may be disclosed. The Department shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. 9.3 Upon termination of this Contract, the Contractor shall deliver all records, notes, data, memorandum, models and equipment of any nature that are in the Contractor’s control and that are the Department property or relate to the Department’s business. 9.4 Contractor shall maintain all work papers generated in its performance of Services under this Contract for the lesser period of seven (7) years or until the next examination of the insurer or other person or entity who is the subject of the work papers. Contractor shall make the work papers freely available to the Department at the Department’s request. 9.5 Contractor shall maintain all records pertaining to amounts invoiced under this Contract and shall make them available at reasonable times for inspection by any authorized representative of the Department upon request during the Term of the Contract and for four (4) years thereafter. If any litigation, claim, or audit is commenced before the expiration of the four

Confidentiality Records. 9.1 Contractor’s performance In the course of fulfilling the Services mutual responsibilities under this Agreement and the Work Orders, there will give access to information and records be a sharing of the Department and of persons or entities who are the subject of the Services which will include such confidential or proprietary data, or trade secrets, as information about product features and design, pricing and cost information, current or future marketing plans, claims data, internal information about business affairs, technical information, customer lists, and other proprietary information (collectively, “Confidential Information”) ), which are valuable, special and unique assets will remain the property of the persons or entities who are the subject of the Services. At all times, Contractor shall treat party disclosing such information and records as Confidential Information. Contractor agrees Both parties expressly agree that it will all materials, documents and information concerning a Study (whether or not at any time confidential), including, without limitation, the protocol, case report forms, all papers, records, clinical data and other data provided to or possessed or developed by CTI for use in any mannera Study, either directly or indirectlyexcept CTI Intellectual Property as defined in Section 9.D. below (“Records”), use any are the sole and exclusive Confidential Information and/or property of Sponsor. The parties agree that each will maintain the other party’s Confidential Information in strict confidence, including, without limitation, methods, trade secrets, unpublished pending patents, ideas, products, services, processes, unpublished pre-clinical or clinical data, techniques and other proprietary information, and will use the same reasonable efforts to protect such information from unauthorized disclosures as are used to protect its own Confidential Information. The Confidential Information shall be used only for the Contractorpurpose of performing the receiving party’s own benefitobligations hereunder. Such Confidential Information shall not be disclosed to any other person without prior written permission of the disclosing party. This obligation of confidentiality shall extend to the parties’ employees, officers, directors, agents and affiliates. Confidential Information shall not include information that: (a) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure of the same, as demonstrated by competent written records; (b) was generally available to the public or divulgeotherwise part of the public domain at the time of its disclosure to the receiving party; (c) became generally available to the public or otherwise part of the public domain after its disclosure, discloseother than through any act or omission of the receiving party in breach of this Agreement; (d) was disclosed to the receiving party, other than under an obligation of confidentiality, by a third party, who had no obligation not to disclose such information to others; or communicate in any manner any (e) was subsequently developed by the receiving party without use of the disclosing party’s Confidential Information as demonstrated by competent written records. The parties may disclose Confidential Information to the extent such disclosure is required to comply with applicable governmental regulations or to the extent ordered by a court exercising its right of authority over the disclosing party (subject to entry of an appropriate protective order), provided that if a party is required by such law, regulation or order to make any third such disclosure of Confidential Information, such party without shall give reasonable notice to the prior written consent other party of the Department or the person or entity, as may such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Confidential Information required to be the case. A violation of this subsection shall be a material violation of this Contractdisclosed. The confidentiality provisions of this Contract Agreement shall remain in full force and effect after during the termination term of this Contract. 9.2 If it appears that the Contractor has disclosed (or has threatened to disclose) Confidential Information in violation of this Contract, the Department shall be entitled to an injunction to restrain the Contractor from disclosing, in whole or in part, such information, or from providing any services to any party to whom such information has been disclosed or may be disclosed. The Department shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. 9.3 Upon termination of this Contract, the Contractor shall deliver all records, notes, data, memorandum, models and equipment of any nature that are in the Contractor’s control and that are the Department property or relate to the Department’s business. 9.4 Contractor shall maintain all work papers generated in its performance of Services under this Contract for the lesser period of seven (7) years or until the next examination of the insurer or other person or entity who is the subject of the work papers. Contractor shall make the work papers freely available to the Department at the Department’s request. 9.5 Contractor shall maintain all records pertaining to amounts invoiced under this Contract and shall make them available at reasonable times for inspection by any authorized representative of the Department upon request during the Term of the Contract Agreement and for four ten (410) years thereafter. If CTI shall maintain all Records in a safe and secure manner and in compliance with all Applicable Laws and Applicable Requirements. CTI shall store all Records in compliance with the appropriate record retention regulations, Thereafter, prior to disposal of any litigationRecords, claimCTI shall give Sponsor not less than sixty (60) days written notice, and, if Sponsor so requests prior to such disposal, CTI shall transfer such Records to Sponsor at Sponsor’s cost and expense. CTI shall make any and all Records available for inspection or duplication by Sponsor’s authorized representatives during normal business hours. At any time and at Sponsor’s cost and expense, Sponsor may request that CTI (i) deliver any or all Records to Sponsor or to a location specified by Sponsor, or audit is commenced before the expiration (ii) dispose of the fourRecords as directed by Sponsor, unless such Records are required by Applicable Laws and Applicable Requirements to be stored or maintained.

Confidentiality Records. 9.1 Contractor’s performance 12.1. The Distributor shall keep strictly confidential and shall not disclose to any person any information relating to the Company, the Products, any of the Services will methods or processes of manufacture of the Products or any other information supplied by or on behalf of the Company under or in relation to this Agreement (whether it is obtained by the Distributor before or after the date of this Agreement) . 12.2. The Distributor may disclose information that would otherwise be confidential if and to the extent that : (A) such disclosure is required by law in force in the Territory; (B) such disclosure is required by any regulatory or government body to which the Distributor is subject or submits; (C) the information has come into the public domain through no fault of the Distributor; or (D) the Company has given its advance written approval to the disclosure. Any information which the Distributor proposes to disclose pursuant to paragraphs (A), (B), (C) or {D) above shall be disclosed only after consultation with the Company. In addition, the Distributor may disclose such information to any of its employees, agents or sub-contractors who strictly need to receive such information to carry out duties to assist the Distributor to comply with this Agreement. However, the Distributor shall ensure that all such persons undertake to keep and do keep all such information confidential and do not disclose any such information to any other person. The Distributor shall be responsible for any disclosure of confidential information by any of its employees, agents or sub-contractors . If the Distributor discovers or becomes aware of any unauthorized disclosure of confidential information, it shall immediately notify the Company and promptly take all possible action to prevent further disclosure. 12.3. The Distributor shall maintain such confidential information in its records and shall give Company full access to information it on reasonable notice and records of during business hours. If so requested by the Department and of persons or entities who are the subject of the Services which will include such confidential or proprietary dataCompany in writing (and, or trade secrets, as information about product features and design, pricing and cost information, current or future marketing plans, claims data, internal information about business affairs, technical information, customer lists, and other proprietary information (collectively, “Confidential Information”) which are valuable, special and unique assets of the persons or entities who are the subject of the Services. At all times, Contractor shall treat such information and records as Confidential Information. Contractor agrees that it will not at any time or in any mannerevent, either directly or indirectly, use any Confidential Information for the Contractor’s own benefit, or divulge, disclose, or communicate in any manner any Confidential Information to any third party without the prior written consent within 14 days of the Department or the person or entity, as may be the case. A violation of this subsection shall be a material violation of this Contract. The confidentiality provisions of this Contract shall remain in full force and effect after the termination of this ContractAgreement by either party), the Distributor shall send to the Company (or, at the Company's request, the Distributor shall destroy) all documents, computer disks and other media containing any such confidential information as the Company may specify in its request. In these circumstances, the Company shall also erase all such information from all computers or other electronic devices in its possession or control and procure that each of its employees, agents and sub-contractors do so. In addition, following such return (or, as the case may be, destruction) the Distributor shall if the Company so requests provide to the Company a certificate signed by the managing director, of the Distributor stating that the Distributor has complied fully with all of the provisions of this sub-clause. 9.2 If it appears that the Contractor has disclosed (or has threatened to disclose) Confidential Information in violation 12.4. The provisions of this Contract, the Department Clause shall be entitled deemed to an injunction to restrain survive the Contractor from disclosing, in whole or in part, such information, or from providing any services to any party to whom such information has been disclosed or may be disclosed. The Department shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. 9.3 Upon termination of this Contract, the Contractor shall deliver all records, notes, data, memorandum, models and equipment of any nature that are without limit in the Contractor’s control and that are the Department property or relate to the Department’s businesstime. 9.4 Contractor shall maintain all work papers generated in its performance of Services under this Contract for the lesser period of seven (7) years or until the next examination of the insurer or other person or entity who is the subject of the work papers. Contractor shall make the work papers freely available to the Department at the Department’s request. 9.5 Contractor shall maintain all records pertaining to amounts invoiced under this Contract and shall make them available at reasonable times for inspection by any authorized representative of the Department upon request during the Term of the Contract and for four (4) years thereafter. If any litigation, claim, or audit is commenced before the expiration of the four