Common use of Disclosure and Use Restrictions Clause in Contracts

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shall, and shall cause its Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to the Recipient’s Affiliates or its or their respective directors, officers, employees, agents, contractors and advisors (“Representatives”) to the extent reasonably necessary for the Recipient to perform its obligations or exercise its rights under this Agreement; provided that such Representatives have undertaken an obligation of secrecy through an agreement with Recipient or its Affiliate or through professional ethical obligations arising out of a professional relationship with Recipient or its Affiliate; (b) pursuant to an order of a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law in connection with a Recipient’s good-faith pursuit of a bona fide business interest); provided that the Recipient provides the Disclosing Party to the extent practicable with reasonable advance written notice thereof and uses diligent and commercially reasonable efforts and reasonably cooperates with the Disclosing Party to obtain confidential treatment and, if available, an appropriate protective order therefor, if applicable, and only furnishes that Confidential Technical Information that it is advised by counsel that it is legally required to furnish; and (c) to Recipient’s licensees or sublicensees to the extent reasonably necessary to enable such Persons to exercise any license or sublicense rights (as applicable) that they have been granted to or retained under the Licensed IP; provided that they are subject to obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article VI.

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shall(a) Licensee shall hold, and shall cause its Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to the Recipient’s Affiliates or its or their respective directors, officers, employees, agents, contractors consultants and advisors to hold, in strict confidence (“Representatives”and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of Licensor (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to Licensor or its Affiliates; provided that Licensee and its Affiliates may disclose, or may permit disclosure of, such Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Affiliates is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, Licensee shall promptly notify (to the Recipient extent permissible by Law) Licensor of the existence of such request, demand or disclosure requirement and shall provide Licensor a reasonable opportunity to perform seek an appropriate protective order or other remedy, which Licensee will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, Licensee shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. (b) Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party while such Party and/or members of its Group were part of the Xxxxxxx Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Distribution Date, with respect to any confidential and proprietary Information of Third Parties to which it or any other member of its Group has had access. (c) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to the Confidential Information of the other Party if they exercise at least the same degree of care that applies to Xxxxxxx’x confidential and proprietary information pursuant to policies in effect as of the Distribution Date and (ii) confidentiality obligations provided for in any Contract between each Party or exercise its rights under this AgreementAffiliates and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Distribution Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Veralto Business (in the case of the Veralto Group) or the Xxxxxxx Retained Business (in the case of the Xxxxxxx Group); provided that such Representatives have undertaken an obligation Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of secrecy through an agreement the date of this Agreement; and may only be shared with Recipient or its Affiliate or through professional ethical obligations arising out additional officers, employees, agents, consultants and advisors of such Party on a professional relationship need-to-know basis exclusively with Recipient or its Affiliate;regard to such specified use. (bd) pursuant to an order of a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law The Parties agree that irreparable damage may occur in connection with a Recipient’s good-faith pursuit of a bona fide business interest); provided the event that the Recipient provides the Disclosing Party to the extent practicable provisions of this Section 7.01 were not performed in accordance with reasonable advance written notice thereof and uses diligent and commercially reasonable efforts and reasonably cooperates with the Disclosing Party to obtain confidential treatment andtheir specific terms. Accordingly, if available, an appropriate protective order therefor, if applicable, and only furnishes that Confidential Technical Information that it is advised by counsel hereby agreed that it is legally required the Parties shall be entitled to furnish; and (c) seek an injunction or injunctions to Recipient’s licensees or sublicensees enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to the extent reasonably necessary any other remedy to enable such Persons to exercise any license or sublicense rights (as applicable) that they have been granted to or retained under the Licensed IP; provided that which they are subject to obligations of confidentiality and non-use entitled at least equivalent law or in scope to those set forth in this Article VIequity.

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives (a) Notwithstanding any termination of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shallof Fortive and Vontier shall hold, and shall cause its their Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to the Recipient’s Affiliates or its or their respective directors, officers, employees, agents, contractors consultants and advisors to hold, in strict confidence (“Representatives”and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, such Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Affiliates is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the Recipient extent permissible by Law) the Party to perform its obligations whom the Confidential Information relates of the existence of such request, demand or exercise its rights under this Agreement; provided disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such Representatives have undertaken an obligation appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of secrecy through an agreement with Recipient or its Affiliate or through professional ethical obligations arising out of a professional relationship with Recipient or its Affiliate;the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. (b) pursuant Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party while such Party and/or members of its Group were part of the Fortive Group. Each Party shall comply, and shall cause the other members of its Group to an order comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law in connection with a Recipient’s goodany such third-faith pursuit of a bona fide business interest); provided that the Recipient provides the Disclosing Party party agreements entered into prior to the extent practicable Distribution Date, with reasonable advance written notice thereof respect to any confidential and uses diligent and commercially reasonable efforts and reasonably cooperates with the Disclosing Party proprietary Information of Third Parties to obtain confidential treatment and, if available, an appropriate protective order therefor, if applicable, and only furnishes that Confidential Technical Information that which it is advised by counsel that it is legally required to furnish; andor any other member of its Group has had access. (c) to Recipient’s licensees or sublicensees Notwithstanding anything to the extent reasonably necessary contrary set forth herein, (i) the Parties shall be deemed to enable have satisfied their obligations hereunder with respect to the Confidential Information of the other Party if they exercise at least the same degree of care that applies to Fortive’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date and (ii) confidentiality obligations provided for in any Contract between each Party or its Affiliates and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Distribution Date may continue to be used by such Persons Party in possession of the Confidential Information in and only in the operation of the Vontier Business (in the case of the Vontier Group) or the Fortive Retained Business (in the case of the Fortive Group). (d) The Parties agree that irreparable damage may occur in the event that the provisions of this Section 7.01 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to exercise seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any license or sublicense rights (as applicable) that they have been granted court having jurisdiction, this being in addition to or retained under the Licensed IP; provided that any other remedy to which they are subject to obligations of confidentiality and non-use entitled at least equivalent law or in scope to those set forth in this Article VIequity.

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives (a) Notwithstanding any termination of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shallof Xxxxxxx and Envista shall hold, and shall cause its their Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to the Recipient’s Affiliates or its or their respective directors, officers, employees, agents, contractors consultants and advisors to hold, in strict confidence (“Representatives”and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, such Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Affiliates is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the Recipient extent permissible by Law) the Party to perform whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. (b) Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party while such Party and/or members of its Group were part of the Xxxxxxx Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Date, with respect to any confidential and proprietary Information of Third Parties to which it or any other member of its Group has had access. (c) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to the Confidential Information of the other Party if they exercise at least the same degree of care that applies to Xxxxxxx’x confidential and proprietary information pursuant to policies in effect as of the Effective Date and (ii) confidentiality obligations provided for in any Contract between each Party or exercise its rights under this AgreementAffiliates and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Effective Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Envista Business (in the case of the Envista Group) or the Xxxxxxx Retained Business (in the case of the Xxxxxxx Group); provided that such Representatives have undertaken an obligation Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of secrecy through an agreement the date of this Agreement; and may only be shared with Recipient or its Affiliate or through professional ethical obligations arising out additional officers, employees, agents, consultants and advisors of such Party on a professional relationship need-to-know basis exclusively with Recipient or its Affiliate;regard to such specified use; provided, further that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of this Section 7.01(c). (bd) pursuant to an order of a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law The Parties agree that irreparable damage may occur in connection with a Recipient’s good-faith pursuit of a bona fide business interest); provided the event that the Recipient provides the Disclosing Party to the extent practicable provisions of this Section 7.01 were not performed in accordance with reasonable advance written notice thereof and uses diligent and commercially reasonable efforts and reasonably cooperates with the Disclosing Party to obtain confidential treatment andtheir specific terms. Accordingly, if available, an appropriate protective order therefor, if applicable, and only furnishes that Confidential Technical Information that it is advised by counsel hereby agreed that it is legally required the Parties shall be entitled to furnish; and (c) seek an injunction or injunctions to Recipient’s licensees or sublicensees enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to the extent reasonably necessary any other remedy to enable such Persons to exercise any license or sublicense rights (as applicable) that they have been granted to or retained under the Licensed IP; provided that which they are subject to obligations of confidentiality and non-use entitled at least equivalent law or in scope to those set forth in this Article VIequity.

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives (a) Notwithstanding any termination of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shallof Parent and SpinCo shall hold, and shall cause its Affiliates members of their respective Groups and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to the Recipient’s Affiliates or its or their respective directors, officers, employees, agents, contractors consultants and advisors to hold, in strict confidence (“Representatives”and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Group; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Confidential Information or auditing and other non-commercial purposes and are informed of the obligation to hold such Confidential Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements, (vii) as expressly permitted by, and in accordance with, the Software Cross License Agreement, or (viii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the Recipient extent permissible by Law) the Party to perform whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. (b) Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or members of its Group were part of the Parent Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Date, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access. (c) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to Parent’s confidential and proprietary information pursuant to policies in effect as of the Effective Date, (ii) confidentiality obligations provided for in any Contract between each Party or exercise its rights under this AgreementSubsidiaries and their respective employees shall remain in full force and effect, and (iii) the confidentiality obligations provided for in the Software Cross License Agreement shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the SpinCo Business (in the case of the SpinCo Group) or the Parent Business (in the case of the Parent Group); provided that such Representatives have undertaken an obligation Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of secrecy through an agreement with Recipient or its Affiliate or through professional ethical obligations arising out the date of a professional relationship with Recipient or its Affiliate; (b) pursuant to an order of a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law in connection with a Recipient’s good-faith pursuit of a bona fide business interest); provided that the Recipient provides the Disclosing Party this Agreement or, to the extent practicable with reasonable advance written notice thereof and uses diligent and commercially reasonable efforts and reasonably cooperates with the Disclosing Party to obtain confidential treatment and, if available, an appropriate protective order therefor, if applicable, as expressly permitted by and in accordance the Software Cross License Agreement; and may only furnishes be shared with additional officers, employees, agents, consultants and advisors of such Party on a need-to-know basis exclusively with regard to such specified use; provided, further that such Confidential Technical Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 7.1(c). (d) The Parties agree that irreparable damage may occur if the provisions of this Section 7.1 were not performed in accordance with their specific terms. Accordingly, it is advised by counsel hereby agreed that it is legally required the Parties shall be entitled to furnish; and (c) seek an injunction or injunctions to Recipient’s licensees or sublicensees enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to the extent reasonably necessary any other remedy to enable such Persons to exercise any license or sublicense rights (as applicable) that they have been granted to or retained under the Licensed IP; provided that which they are subject to obligations of confidentiality and non-use entitled at least equivalent law or in scope to those set forth in this Article VIequity.

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives (a) Notwithstanding any termination of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shallof Xxxxxxx and Fortive shall hold, and shall cause its Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to the Recipient’s Affiliates or its or their respective directors, officers, employees, agents, contractors consultants and advisors to hold, in strict confidence (“Representatives”and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information or auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the Recipient extent permissible by Law) the Party to perform whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. (b) Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or members of its Group were part of the Xxxxxxx Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Date, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access. (c) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to Xxxxxxx’x confidential and proprietary information pursuant to policies in effect as of the Effective Date and (ii) confidentiality obligations provided for in any Contract between each Party or exercise its rights under this AgreementSubsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Fortive Business (in the case of the Fortive Group) or the Xxxxxxx Business (in the case of the Xxxxxxx Group); provided that such Representatives have undertaken an obligation Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of secrecy through an agreement the date of this Agreement; and may only be shared with Recipient or its Affiliate or through professional ethical obligations arising out additional officers, employees, agents, consultants and advisors of such Party on a professional relationship need-to-know basis exclusively with Recipient or its Affiliate;regard to such specified use; provided, further that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 7.01(c). (bd) pursuant to an order of a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law The Parties agree that irreparable damage may occur in connection with a Recipient’s good-faith pursuit of a bona fide business interest); provided the event that the Recipient provides the Disclosing Party to the extent practicable provisions of this Section 7.01 were not performed in accordance with reasonable advance written notice thereof and uses diligent and commercially reasonable efforts and reasonably cooperates with the Disclosing Party to obtain confidential treatment andtheir specific terms. Accordingly, if available, an appropriate protective order therefor, if applicable, and only furnishes that Confidential Technical Information that it is advised by counsel hereby agreed that it is legally required the Parties shall be entitled to furnish; and (c) seek an injunction or injunctions to Recipient’s licensees or sublicensees enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to the extent reasonably necessary any other remedy to enable such Persons to exercise any license or sublicense rights (as applicable) that they have been granted to or retained under the Licensed IP; provided that which they are subject to obligations of confidentiality and non-use entitled at least equivalent law or in scope to those set forth in this Article VIequity.

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each 3.1 The Receiving Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shall, and shall cause its Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to use the Recipientother Party’s Affiliates or its or their respective directors, officers, employees, agents, contractors and advisors (“Representatives”) Confidential lnfonnation solely to the extent reasonably necessary for required to fulfill the Recipient to perform its obligations or exercise its rights under this Agreement; provided that such Representatives have undertaken an obligation of secrecy through an agreement with Recipient or its Affiliate or through professional ethical obligations arising out of a professional relationship with Recipient or its AffiliatePurpose; (b) pursuant not disclose the other Party’s Confidential Information except as may be specifically and expressly permitted in Section 3.2 below; (c) take reasonable precautions, and in any event, not less than those precautions used to an order protect its own Confidential Information, to keep the other Party’s Confidential Information in the strictest confidence and to protect it from disclosure; (d) be responsible and liable for any breach of this Agreement by any person or entity to whom the Receiving Party has, directly or indirectly, disclosed or otherwise provided access to the other Party’s Confidential Information and ensure that such persons and entities comply with the obligations, conditions and restrictions set out in this Agreement that are imposed upon the Receiving Party; or (e) other than as provided for in this Agreement, not reproduce or copy in any medium in whole or in part any of the other Party’s Confidential Information without the written approval of the Disclosing Party in each instance. 3.2 The Receiving Party may only: (a) disclose the other Party’s Confidential Information only to those of its employees that have a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law in connection with a Recipient’s good-faith pursuit of a bona fide business interest); need to know the Confidential Information to fulfill the Purpose, provided that the Recipient provides Receiving Party advises each such employee of the obligations of the Receiving Party under this Agreement, before the employee receives access to the Confidential Information; (b) disclose the other Party’s Confidential Information to third parties (including to legal counsel, other professional advisors, consultants and contractors of Receiving Party and its affiliates and any other person or entity who is not an employee of the Receiving Party), provided that prior to any such disclosure the Receiving Party both: (i) advises the Disclosing Party of its intent to make such disclosure and receives the Disclosing Party’s written approval of such disclosure (not to be unreasonably withheld), and then, if such approval is obtained, must (ii) either have such third party (I) execute an Acknowledgement in the form attached as Schedule A (Acknowledgment) to this Agreement and provide an original executed copy to the extent practicable with reasonable advance written notice thereof and uses diligent and commercially reasonable efforts and reasonably cooperates Disclosing Party, or (2) have such third party execute a form of non-disclosure agreement with the Disclosing Party that is acceptable to obtain confidential treatment and, if available, an appropriate protective order therefor, if applicable, and only furnishes that Confidential Technical Information that it is advised by counsel that it is legally required to furnishthe Disclosing Party; and (c) disclose or use the other Party’s Confidential Information for purposes other than those expressly pennitted in this Agreement where such disclosure or use is expressly approved in writing by the Disclosing Party in each instance. 3.3 Each Party acknowledges and agrees that: (i) this Agreement, (ii) the fact that that the Parties are discussing and evaluating the advancement of a potential business relationship between the Parties, and (iii) the terms and contents of any related or resulting discussions, negotiations or agreements; shall be deemed to Recipientbe the other Party’s licensees Confidential lnfonnation hereunder and shall be treated accordingly hereunder by each Party. 3.4 The Receiving Party shall promptly notify the other Party of any unauthorized use, possession or sublicensees disclosure of the other Party’s Confidential Information that it may become aware of. 3.5 Should the Receiving Party, or any person or entity to whom Confidential Information is transmitted directly or indirectly by the Receiving Party, be required by law to disclose any of the other Party’s Confidential Information, the Receiving Party shall forthwith notify the Disclosing Party, and upon the request of the Disclosing Party, shall cooperate reasonably with the Disclosing Party in contesting such disclosure or seeking a protective order or other appropriate remedy within and subject to all applicable laws. 3.6 Notwithstanding anything to the extent reasonably necessary contrary, this Agreement shall not obligate any Party to enable disclose or otherwise provide access to any particular Confidential lnfonnation or any particular portion thereof and such Persons to exercise any license disclosure or sublicense rights (as applicable) that they have been granted to or retained under the Licensed IP; provided that they are subject to obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article VIaccess, if any, is discretionary.

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each 3.1 The Receiving Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shall, and shall cause its Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to use the Recipientother Party’s Affiliates or its or their respective directors, officers, employees, agents, contractors and advisors (“Representatives”) Confidential Information solely to the extent reasonably necessary for required to fulfill the Recipient to perform its obligations or exercise its rights under this Agreement; provided that such Representatives have undertaken an obligation of secrecy through an agreement with Recipient or its Affiliate or through professional ethical obligations arising out of a professional relationship with Recipient or its AffiliatePurpose; (b) pursuant not disclose the other Party’s Confidential Information except as may be specifically and expressly permitted in Section 3.2 below; (c) take reasonable precautions, and in any event, not less than those precautions used to an order protect its own Confidential Information, to keep the other Party’s Confidential Information in the strictest confidence and to protect it from disclosure; (d) be responsible and liable for any breach of this Agreement by any person or entity to whom the Receiving Party has, directly or indirectly, disclosed or otherwise provided access to the other Party’s Confidential Information and ensure that such persons and entities comply with the obligations, conditions and restrictions set out in this Agreement that are imposed upon the Receiving Party; or (e) other than as provided for in this Agreement, not reproduce or copy in any medium in whole or in part any of the other Party’s Confidential Information without the written approval of the Disclosing Party in each instance. 3.2 The Receiving Party may only: (a) disclose the other Party’s Confidential Information only to those of its employees that have a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law in connection with a Recipient’s good-faith pursuit of a bona fide business interest); need to know the Confidential Information to fulfill the Purpose, provided that the Recipient provides Receiving Party advises each such employee of the obligations of the Receiving Party under this Agreement, before the employee receives access to the Confidential Information; (b) disclose the other Party’s Confidential Information to third parties (including to legal counsel, other professional advisors, consultants and contractors of Receiving Party and its affiliates and any other person or entity who is not an employee of the Receiving Party), provided that prior to any such disclosure the Receiving Party both: (i) advises the Disclosing Party of its intent to make such disclosure and receives the Disclosing Party’s written approval of such disclosure (not to be unreasonably withheld), and then, if such approval is obtained, must (ii) either have such third party (1) execute an Acknowledgement in the form attached as Schedule A (Acknowledgment) to this Agreement and provide an original executed copy to the extent practicable with reasonable advance written notice thereof and uses diligent and commercially reasonable efforts and reasonably cooperates Disclosing Party, or (2) have such third party execute a form of non-disclosure agreement with the Disclosing Party that is acceptable to obtain confidential treatment and, if available, an appropriate protective order therefor, if applicable, and only furnishes that Confidential Technical Information that it is advised by counsel that it is legally required to furnishthe Disclosing Party; and (c) disclose or use the other Party’s Confidential Information for purposes other than those expressly permitted in this Agreement where such disclosure or use is expressly approved in writing by the Disclosing Party in each instance. 3.3 Each Party acknowledges and agrees that: (i) this Agreement, (ii) the fact that that the Parties are discussing and evaluating the advancement of a potential business relationship between the Parties, and (iii) the terms and contents of any related or resulting discussions, negotiations or agreements; shall be deemed to Recipientbe the other Party’s licensees Confidential Information hereunder and shall be treated accordingly hereunder by each Party. 3.4 The Receiving Party shall promptly notify the other Party of any unauthorized use, possession or sublicensees disclosure of the other Party’s Confidential Information that it may become aware of. 3.5 Should the Receiving Party, or any person or entity to whom Confidential Information is transmitted directly or indirectly by the Receiving Party, be required by law to disclose any of the other Party’s Confidential Information, the Receiving Party shall forthwith notify the Disclosing Party, and upon the request of the Disclosing Party, shall cooperate reasonably with the Disclosing Party in contesting such disclosure or seeking a protective order or other appropriate remedy within and subject to all applicable laws. 3.6 Notwithstanding anything to the extent reasonably necessary contrary, this Agreement shall not obligate any Party to enable disclose or otherwise provide access to any particular Confidential Information or any particular portion thereof and such Persons to exercise any license disclosure or sublicense rights (as applicable) that they have been granted to or retained under the Licensed IP; provided that they are subject to obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article VIaccess, if any, is discretionary.

Disclosure and Use Restrictions. It is acknowledged that, due to the fact that prior to the Separation Agreement the Parties hereto operated as a single company, each Party may possess Confidential Technical Information of the other Party, and also that in carrying out the objectives (a) Notwithstanding any termination of this Agreement, as well as the Separation Agreement, each Party may disclose Confidential Technical Information to the other Party. Except as expressly provided herein, each Recipient agrees that it shallof Fortive and Vontier shall hold, and shall cause its their Affiliates and its sublicensees to keep confidential and shall not publish or otherwise disclose any Confidential Technical Information of the other Party. A Recipient may use Confidential Technical Information of the Disclosing Party only for the express purpose for which the information was disclosed or to the extent within its licensed or retained rights thereto under this Agreement. The restrictions in the two immediately preceding sentences shall not apply to disclosure of Confidential Technical Information as to which a Party is a Recipient: (a) to the Recipient’s Affiliates or its or their respective directors, officers, employees, agents, contractors consultants and advisors to hold, in strict confidence (“Representatives”and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, such Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Affiliates is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the Recipient extent permissible by Law) the Party to perform its obligations whom the Confidential Information relates of the existence of such request, demand or exercise its rights under this Agreement; provided disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such Representatives have undertaken an obligation appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of secrecy through an agreement with Recipient or its Affiliate or through professional ethical obligations arising out of a professional relationship with Recipient or its Affiliate;the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information. (b) pursuant Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party while such Party and/or members of its Group were part of the Fortive Group. Each Party shall comply, and shall cause the other members of its Group to an order comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of a court or other Governmental Entity or as required by applicable Law (including if required by applicable Law in connection with a Recipient’s goodany such third-faith pursuit of a bona fide business interest); provided that the Recipient provides the Disclosing Party party agreements entered into prior to the extent practicable Effective Date, with reasonable advance written notice thereof respect to any confidential and uses diligent and commercially reasonable efforts and reasonably cooperates with the Disclosing Party proprietary Information of Third Parties to obtain confidential treatment and, if available, an appropriate protective order therefor, if applicable, and only furnishes that Confidential Technical Information that which it is advised by counsel that it is legally required to furnish; andor any other member of its Group has had access. (c) to Recipient’s licensees or sublicensees Notwithstanding anything to the extent reasonably necessary contrary set forth herein, (i) the Parties shall be deemed to enable have satisfied their obligations hereunder with respect to the Confidential Information of the other Party if they exercise at least the same degree of care that applies to Fortive’s confidential and proprietary information pursuant to policies in effect as of the Effective Date and (ii) confidentiality obligations provided for in any Contract between each Party or its Affiliates and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Effective Date may continue to be used by such Persons Party in possession of the Confidential Information in and only in the operation of the Vontier Business (in the case of the Vontier Group) or the Fortive Retained Business (in the case of the Fortive Group). (d) The Parties agree that irreparable damage may occur in the event that the provisions of this Section 7.01 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to exercise seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any license or sublicense rights (as applicable) that they have been granted court having jurisdiction, this being in addition to or retained under the Licensed IP; provided that any other remedy to which they are subject to obligations of confidentiality and non-use entitled at least equivalent law or in scope to those set forth in this Article VIequity.