Common use of Disclosure Rights Clause in Contracts

Disclosure Rights. The Disclosing Party represents and warrants to the Receiving Party that it may disclose or make available all Confidential Information disclosed to the Receiving Party hereunder without violating or being in breach of any contractual, fiduciary, or other obligation of non-disclosure existing at the time of such disclosure. The Disclosing Party shall indemnify, defend and hold harmless the Receiving Party and its Representatives from and against, and shall pay to the Receiving Party and its Representatives the amount of, any and all reasonable out-of-pocket expenditures in respect of any and all losses, damages, liabilities, obligations, penalties, fines, charges, costs, expenses and disbursements (including interest payable as a part thereof, reasonable legal and accountants’ fees and expenses relating thereto, and other out-of-pocket expenses incurred in investigating, preparing or settling any action, cause of action, arbitration, claim, demand, suit or proceeding of any nature, in law or in equity, by or before any governmental authority or arbitrator) incurred by or assessed against the Receiving Party or its Representatives in respect of, resulting from, arising out of or caused by any third-party claims relating to any violation or breach of the representation and warranty made by the Disclosing Party in the preceding sentence.

Disclosure Rights. The Disclosing Party represents and warrants to the Receiving Party that it may disclose or make available all Confidential Information disclosed to the Receiving Party hereunder without violating or being in breach of any contractual, fiduciary, or other obligation of non-disclosure existing at the time of such disclosure. The Disclosing Party shall indemnify, defend and hold harmless the Receiving Party and its Representatives from and against, and shall pay to the Receiving Party and its Representatives the amount of, any and all reasonable out-of-pocket expenditures in respect of any and all losses, damages, liabilities, obligations, penalties, fines, charges, costs, expenses and disbursements (including interest payable as a part thereof, reasonable legal and accountants’ fees and expenses relating thereto, and other out-of-of- pocket expenses incurred in investigating, preparing or settling any action, cause of action, arbitration, claim, demand, suit or proceeding of any nature, in law or in equity, by or before any governmental authority or arbitrator) incurred by or assessed against the Receiving Party or its Representatives in respect of, resulting from, arising out of or caused by any third-party claims relating to any violation or breach of the representation and warranty made by the Disclosing Party in the preceding sentence.