Common use of Confidentiality; Security Clause in Contracts

Confidentiality; Security. The Software and Documentation (collectively, “Confidential Information”) constitute Licensor’s proprietary and confidential information, whether or not it is identified in writing as “Confidential.” Licensee will not (i) use any such Confidential Information in any way, for its own account or the account of any third party, except as expressly permitted under this Agreement, or (ii) disclose any such Confidential Information to any third party, other than furnishing such Confidential Information to its employees who are required to have access to the Confidential Information in connection with the performance of this Agreement, provided, that such employees are bound by written confidentiality obligations consistent with the terms and conditions of this Section 9. Licensee will not allow any unauthorized person access the Confidential Information, and Licensee will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized access, use or copying of such Confidential Information. In the event that Licensee is required by law to make any disclosure of any of the Confidential Information, by subpoena, judicial or administrative order or otherwise, Licensee will first give written notice of such requirement to Licensor, and will permit Licensor to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to Licensor in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder to the extent that Licensee can demonstrate that such information: (a) is known to Licensee prior to receipt from Licensor directly or indirectly from a source other than one having an obligation of confidentiality to Licensor; (b) becomes known (independently of disclosure by Licensor) to Licensee directly or indirectly from a source other than one having an obligation of confidentiality to Licensor; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by Licensee. Licensor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendor.

Confidentiality; Security. The Software Any and Documentation all data and information (collectivelyincluding any business, “marketing, technical, scientific or other information) contained in, related to or associated with the Software, in any medium or format, including the terms of this XXXX and the Additional Agreement, shall be treated by Licensee as confidential information of Licensor ("Confidential Information”) constitute Licensor’s proprietary "). Confidential Information shall not include publicly available information or information independently developed by You without reference to or making use of Confidential Information. Licensee agrees to limit access to Confidential Information to authorized employees who have a substantial need to know the Confidential Information and confidential informationnot to disclose, whether convey, publish or not it is identified in writing as “Confidential.” Licensee will not (i) use any transfer such Confidential Information in any waywhole or in part, for its own account or the account of any third partyincluding derivations, except as expressly permitted under this Agreement, or (ii) disclose any such Confidential Information to any third party, other than furnishing such party or authorize anyone else to do so without the prior written approval of Licensor. You will safeguard any Confidential Information with the same care as You would safeguard your own confidential information, but with no less than reasonable care. If Licensee shall be compelled to disclose any Confidential Information due to any applicable law, Licensee will promptly inform Licensor in writing of such disclosure requirement and You will limit the disclosure only to that extent which is legally required. You acknowledge that any information concerning the Software or the use thereof that You provide to Licensor will not be treated as your confidential information and may be used by Licensor and its employees who are required to have access to affiliates. Licensee acknowledges and agrees that any unauthorized use or disclosure of the Confidential Information may cause Licensor irreparable injury for which there is no adequate remedy at law, and agree that Licensor may be entitled to seek immediate injunctive relief prohibiting such violation in connection with addition to any other rights and remedies available to it. You agree that your obligations according to this Section 12 shall be effective during the performance term of this Agreement, provided, that such employees are bound by written confidentiality obligations consistent with the terms XXXX and conditions of this Section 9. Licensee will not allow any unauthorized person access the Confidential Information, and Licensee will take all action reasonably necessary to protect the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized access, use or copying of such Confidential Information. In the event that Licensee is required by law to make any disclosure of any of the Confidential Information, by subpoena, judicial or administrative order or otherwise, Licensee will first give written notice of such requirement to Licensor, and will permit Licensor to intervene thereafter in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to Licensor in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder to the extent that Licensee can demonstrate that such information: (a) is known to Licensee prior to receipt from Licensor directly or indirectly from a source other than one having an obligation of confidentiality to Licensor; (b) becomes known (independently of disclosure by Licensor) to Licensee directly or indirectly from a source other than one having an obligation of confidentiality to Licensor; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by Licensee. Licensor recognizes that Federal agencies are subject to the Freedom of Information Act, 5 U.S.C. 552, which requires that certain information be released, despite being characterized as “confidential” by the vendorperpetuity.