Common use of Disclosure and Use Clause in Contracts

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, Third Party contractors and Agents provided, agents provided that in each case such individuals and entities have a specific need to know such Confidential Information in connection with this Agreement or activities contemplated under the Quality Agreement, have been informed of the confidential nature of the information and the restrictions on use and are previously bound by written obligation obligations of confidentiality and restriction restrictions at least as rigorous as those set forth herein; (ii) Confidential Information or Improvements or Inventions owned by of the Receiving other Party to the extent required to exploit or consistent with the grant of its rights specifically granted to it under Article 11 of this Agreement; (iii) Confidential Information of the other Party in connection with Regulatory filings and submissions made or contemplated under this Agreement; and (iiiiv) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Lawunder clause (iv), the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order)Party, and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party existing in tangible form, and shall delete all electronic copies, except for in each case a single copy for the purpose of determining compliance with its obligations under this Agreement or as required to be maintained under Applicable Law and provided that the Receiving Party shall not be required to delete the Disclosing Party’s Confidential Information included in regulatory submissions previously filed consistent with this Agreement and Customer shall not be obligated to return any Confidential Information of BVL that is included in the assignment of rights or license granted to Customer under Article 11. The foregoing nondisclosure and nonuse obligations shall survive termination or expiration of this Agreement.

Disclosure and Use. The Receiving Party All Confidential Information disclosed by either party shall: (a) maintain , during the confidentiality term of the Disclosing Party’s Confidential Information; Agreement and for two (b2) years after the expiration or termination thereof (or such longer period as may be required by law), shall not disclose the Disclosing Party’s Confidential Information be disclosed to any Third Party third party without the prior disclosing party’s express written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunderconsent. Notwithstanding the foregoing, such information may be disclosed (A) to the receiving party’s employees, affiliates, and agents who have a Receiving Party may discloseneed to know for the purpose of performing under this Agreement, using the Services, and rendering the Services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents to assure against unauthorized use or disclosure) or (B) as otherwise authorized by this Agreement. Each party’s confidentiality obligations hereunder shall not apply to information that: (iA) is already known to the receiving party without a pre-existing restriction as to disclosure; (B) is or becomes publicly available without fault of the receiving party; (C) is rightfully obtained by the receiving party from a third party without restriction as to disclosure or is approved for release by written authorization of the disclosing party; or (D) is developed independently by the receiving party without use of the disclosing party’s Confidential Information. Each party agrees to treat all Confidential Information of the Disclosing Party to other in the same manner as it treats its Affiliatesown proprietary information, and to its and their directors, employees, consultants, and Agents provided, that but in each no case such individuals and entities have using less than a specific need to know such Confidential Information and are previously bound by written obligation reasonable degree of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure care. If either party is required to comply disclose Confidential Information pursuant to a judicial order or other compulsion of law, such party shall be permitted to make such disclosure provided that it: (a) limits the disclosure to only that information which is required to be disclosed by such order or legal requirement, (b) if permitted, provides the disclosing party with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize (c) reasonably assists the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunitydisclosing party in obtaining a protective order, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing requested and at the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Partydisclosing party’s Confidential Information to the Disclosing Partyexpense.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose to hold the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, confidence and to its and their directors, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need take all necessary precautions to know protect such Confidential Information and are previously bound by written (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to divulge any such Confidential Information or any information derived there from to any third person, except independent contractors under an obligation of confidentiality and restriction with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at least any time of such Confidential Information except as rigorous as those set forth herein; authorized under this Agreement, and (iiiv) Improvements not to remove or Inventions owned by export any such Confidential Information from the country of the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the except as may be allowed by applicable export laws. The Receiving Party shall provide written notice limit the use of such potential disclosure and access to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Receiving Party’s employees, attorneys and independent contractors under an obligation of confidentiality and restricted use who need to know such Confidential Information for the purposes authorized under this Agreement. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as it would use with respect to its own Confidential Information, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of five (5) years from the date of disclosure of the Confidential Information, except in the case of source code, in which case the foregoing obligations shall be perpetual. Without granting any right or license, the Disclosing PartyParty agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party without restriction, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without use of such Confidential Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party is given prompt notice of such requirement and the scope of such disclosure is limited to the extent possible, or (vi) is required to be disclosed by a court order, provided the Disclosing Party is given prompt notice of such order and provided the opportunity to contest it.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s 's Confidential Information; Information in confidence and to take all necessary precautions to protect such Confidential Information (bincluding, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not disclose to divulge any such Confidential Information or any information derived therefrom to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Confidential Information except as authorized under this Agreement, and (iv) not to remove or export any such Confidential Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s 's Confidential Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Confidential Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own Confidential Information, but in no event less than a reasonable standard of care. The foregoing obligations shall survive for a period of five (ii5) Improvements years from the date of disclosure of the Confidential Information, except in the case of source code, in which case the foregoing obligations shall be perpetual. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party without restriction, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without use of such Confidential Information of Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, and Agents provided, agents provided that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Lawdisclosure, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order)Party, and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party, except for a single copy for the purpose of determining compliance with its obligations of this Agreement.

Disclosure and Use. The Receiving All Confidential Information disclosed by either Party shall: (a) maintain , during the confidentiality term of the Disclosing Agreement and for two (2) years after the expiration or termination thereof (or such longer period as may be required by law), not be disclosed to any third party without the disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior express written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunderconsent. Notwithstanding the foregoing, a Receiving Party such information may disclosebe disclosed: (i) to the receiving Party’s employees, Affiliates, contractors, and agents (“Representatives”) who have a need to know for the purpose of performing under the Agreement, using the Services, and rendering the Services (provided that in all cases the receiving Party shall take appropriate measures prior to disclosure to its Representatives designed to protect against unauthorized use or disclosure); or (ii) as otherwise authorized by the Agreement. Each Party’s confidentiality obligations hereunder shall not apply to information that: (a) is already known to the receiving Party without a pre-existing restriction as to disclosure; (b) is or becomes publicly available without fault of the receiving Party; (c) is rightfully obtained by the receiving Party from a third party without restriction as to disclosure or is approved for release by written authorization of the disclosing Party; or (d) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information. Each Party agrees to treat all Confidential Information of the Disclosing other in the same manner as it treats its own proprietary information, but in no case using less than a reasonable degree of care. If either Party is required to its Affiliates, and to its and their directors, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need to know such disclose Confidential Information and are previously bound pursuant to a judicial order or other compulsion of law, such Party shall be permitted to make such disclosure provided that it: (i) limits the disclosure to only that information which is required to be disclosed by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; such order or legal requirement, (ii) Improvements or Inventions owned by if permitted, provides the Receiving disclosing Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon requestlegal requirement, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Partyand

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s Confidential 's Proprietary Information in confidence and to take all necessary precautions to protect [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own Proprietary Information; ), (bii) not disclose to divulge any such Proprietary Information or any information derived therefrom to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Proprietary Information except as authorized under this Agreement, and (iv) not to remove or export any such Proprietary Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential 's Proprietary Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such Confidential Proprietary Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Proprietary Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own proprietary information. The foregoing obligations shall survive for a period of five (ii5) Improvements years from the date of disclosure of the Proprietary Information. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party, or (iii) Confidential Information of was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without access to such Proprietary Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s Confidential Information; 's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information (bincluding, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not disclose to divulge any such Proprietary Information or any information derived therefrom to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Proprietary Information except as authorized under this Agreement, and (iv) not to remove or export any such Proprietary Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential 's Proprietary Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such Confidential Proprietary Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Proprietary Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own proprietary information. The foregoing obligations shall survive for a period of five (ii5) Improvements years from the date of disclosure of the Proprietary Information. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party, or (iii) Confidential Information of was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without access to such Proprietary Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party shall: agrees (ai) maintain the confidentiality of to hold the Disclosing Party’s Confidential Information; 's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information (bincluding, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not disclose to divulge any such Proprietary Information or any information derived therefrom to any third person, except independent contractors under an obligation of confidentiality and with a need to know for purposes authorized under this Agreement, (iii) not to make any use whatsoever at any time of such Proprietary Information except as authorized under this Agreement, and (iv) not to remove or export any such Proprietary Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential 's Proprietary Information to any Third Party without the prior written consent of the Disclosing Receiving Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, 's employees, consultants, attorneys and Agents provided, that in each case such individuals independent contractors under an obligation of confidentiality and entities have a specific restricted use who need to know such Confidential Proprietary Information and are previously bound by written obligation of confidentiality and restriction for the purposes authorized under this Agreement. The Receiving Party shall treat the Proprietary Information with at least the same degree of care and protection as rigorous as those set forth herein; it would use with respect to its own proprietary information. The foregoing obligations shall survive for a period of three (ii3) Improvements years from the date of disclosure of the Proprietary Information. Without granting any right or Inventions owned license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the Receiving Party can establish (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee, or (ii) was in its possession or known by it prior to receipt from the extent required to exploit the grant of its rights under Article 11 of this Agreement; and Disclosing Party, or (iii) Confidential Information of was rightfully disclosed to it by another person without restriction, or (iv) is independently developed by the Receiving Party without access to such Proprietary Information, or (v) is required to be disclosed pursuant to any statutory or regulatory authority, provided the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible, or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party All Confidential Information disclosed by either party shall: (a) maintain , during the confidentiality term of the Disclosing Party’s Confidential Information; Agreement and for two (b2) years after the expiration or termination thereof (or such longer period as may be required by law), not disclose the Disclosing Party’s Confidential Information be disclosed to any Third Party third party without the prior disclosing party’s express written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunderconsent. Notwithstanding the foregoing, such information may be disclosed (A) to the receiving party’s employees, affiliates, and agents who have a Receiving Party may discloseneed to know for the purpose of performing under this Agreement, using the Services, and rendering the Services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents designed to protect against unauthorized use or disclosure) or (B) as otherwise authorized by this Agreement. Each party’s confidentiality obligations hereunder shall not apply to information that: (iA) is already known to the receiving party without a pre-existing restriction as to disclosure; (B) is or becomes publicly available without fault of the receiving party; (C) is rightfully obtained by the receiving party from a third party without restriction as to disclosure or is approved for release by written authorization of the disclosing party; or (D) is developed independently by the receiving party without use of the disclosing party’s Confidential Information. Each party agrees to treat all Confidential Information of the Disclosing Party to other in the same manner as it treats its Affiliatesown proprietary information, and to its and their directors, employees, consultants, and Agents provided, that but in each no case such individuals and entities have using less than a specific need to know such Confidential Information and are previously bound by written obligation reasonable degree of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure care. If either party is required to comply disclose Confidential Information pursuant to a judicial order or other compulsion of law, such party shall be permitted to make such disclosure provided that it: (a) limits the disclosure to only that information which is required to be disclosed by such order or legal requirement, (b) if permitted, provides the disclosing party with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena order or order)legal requirement, and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize (c) reasonably assists the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunitydisclosing party in obtaining a protective order, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing requested and at the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Partydisclosing party’s Confidential Information to the Disclosing Partyexpense.

Disclosure and Use. The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party’s Confidential Information; (b) not disclose the Disclosing Party’s Confidential Information to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoing, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, consultants and Agents provided, that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written obligation of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Party’s Confidential Information to the Disclosing Party.

Disclosure and Use. The Receiving Party shallagrees: (a) maintain the confidentiality of to hold the Disclosing Party’s Confidential Information's Proprietary Information in confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials); (b) not disclose the Disclosing Party’s Confidential to divulge any such Proprietary Information or any information derived therefrom to any Third Party without the prior written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunder. Notwithstanding the foregoingthird person, a Receiving Party may disclose: (i) Confidential Information of the Disclosing Party to its Affiliates, and to its and their directors, employees, consultants, and Agents provided, that in each case such individuals and entities have a specific need to know such Confidential Information and are previously bound by written except independent contractors under an obligation of confidentiality and restriction at least as rigorous as those set forth hereinwith a need to know for purposes authorized under this Agreement; (iic) Improvements or Inventions owned by the Receiving Party not to the extent required to exploit the grant make any use whatsoever at any time of its rights such Proprietary Information except as authorized under Article 11 of this Agreement; and (iiid) Confidential not to remove or export any such Proprietary Information from the country of the Receiving Party except as may be allowed by applicable export laws. The Receiving Party shall limit the use of and access to the Disclosing Party's Proprietary Information to the Receiving Party's employees, attorneys and independent contractors under an obligation of confidentiality and restricted use who need to know such Proprietary Information for the purposes authorized under this Agreement. The Receiving Party shall treat the Proprietary Information with at least the same degree of care and protection as it would use with respect to its own proprietary information. The foregoing obligations shall survive for a period of five (5) years from the date of disclosure of the Proprietary Information. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to information that the extent Receiving Party can establish: (i) is in the public domain and is available at the time of disclosure or which thereafter enters the public domain and is available, through no improper action or inaction by the Receiving Party or any affiliate, agent or employee; (ii) was in its possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to it by another person without restriction; (iv) is independently developed by the Receiving Party without access to such disclosure Proprietary Information; (v) is required to comply with Applicable Law or to defend or prosecute litigation; provided, however, that prior be disclosed pursuant to any such use statutory or disclosure in accordance with Applicable Lawregulatory authority, provided the Receiving Disclosing Party shall provide written is given prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena or order), requirement and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunity, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing the scope of such use disclosure is limited to the extent possible; or disclosure. Upon request(vi) is required to be disclosed by a court order, the Receiving Party shall return all copies of provided the Disclosing Party’s Confidential Information Party is given prompt notice of such order and provided the opportunity to the Disclosing Partycontest it.

Disclosure and Use. The Receiving Party All Confidential Information disclosed by either party shall: (a) maintain , during the confidentiality term of the Disclosing Party’s Confidential Information; Agreement and for two (b2) years after the expiration or termination thereof (or such longer period as may be required by law), not disclose the Disclosing Party’s Confidential Information be disclosed to any Third Party third party without the prior disclosing party’s express written consent of the Disclosing Party; and (c) use the Disclosing Party’s Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it hereunderconsent. Notwithstanding the foregoing, such information may be disclosed (A) to the receiving party’s employees, affiliates, and agents who have a Receiving Party may discloseneed to know for the purpose of performing under this Agreement, using the Services, and rendering the Services (provided that in all cases the receiving party shall take appropriate measures prior to disclosure to its employees, affiliates, and agents designed to protect against unauthorized use or disclosure) or (B) as otherwise authorized by this Agreement. Each party’s confidentiality obligations hereunder shall not apply to information that: (iA) is already known to the receiving party without a pre-existing restriction as to disclosure; (B) is or becomes publicly available without fault of the receiving party; (C) is rightfully obtained by the receiving party from a third party without restriction as to disclosure or is approved for release by written authorization of the disclosing party; or (D) is developed independently by the receiving party without use of the disclosing party’s Confidential Information. Each party agrees to treat all Confidential Information of the Disclosing Party to other in the same manner as it treats its Affiliatesown proprietary information, and to its and their directors, employees, consultants, and Agents provided, that but in each no case such individuals and entities have using less than a specific need to know such Confidential Information and are previously bound by written obligation reasonable degree of confidentiality and restriction at least as rigorous as those set forth herein; (ii) Improvements or Inventions owned by the Receiving Party to the extent required to exploit the grant of its rights under Article 11 of this Agreement; and (iii) Confidential Information of the Disclosing Party to the extent such disclosure care. If either party is required to comply disclose Confidential Information pursuant to a judicial order or other compulsion of law, including pursuant to Georgia Open Records Act found in O.C.G.A. 50-70-18, such party shall be permitted to make such disclosure provided that it: (a) limits the disclosure to only that information which is required to be disclosed by such order or legal requirement, (b) if permitted, provides the disclosing party with Applicable Law or to defend or prosecute litigation; provided, however, that prior to any such use or disclosure in accordance with Applicable Law, the Receiving Party shall provide written prompt notice of such potential disclosure to the Disclosing Party (which shall include a copy of any applicable subpoena order or order)legal requirement, and cooperate with Disclosing Party’s requests and lawful decision to avoid or minimize (c) reasonably assists the degree of such disclosure. Receiving Party shall permit the Disclosing Party the opportunitydisclosing party in obtaining a protective order, if desired, to seek an appropriate protective order or other confidential treatment or remedy with respect to narrowing requested and at the scope of such use or disclosure. Upon request, the Receiving Party shall return all copies of the Disclosing Partydisclosing party’s Confidential Information to the Disclosing Partyexpense.