Common use of Duty of Confidence Clause in Contracts

Duty of Confidence. Subject to the other provisions of this Article 12 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care); (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party only to: (i) the Receiving Party’s Affiliates; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its Affiliates, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided, that such Persons are bound to maintain the confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with this Article 12 (Confidentiality; Publication).

Duty of Confidence. Subject to the other provisions of this Article 12 6 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will shall be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least ), in the same standard of care manner and with the same protection as the such Receiving Party uses to protect maintains its own proprietary or Confidential Information (but in no event less than reasonable care)confidential information; (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and; (c) the Receiving Party may disclose Confidential Information of the Disclosing other Party only to: (i) the Receiving Party’s Affiliatesits Affiliates and sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its AffiliatesAffiliates and sublicensees, (iii) to such Party’s directors, attorneys, independent accountants or financial advisors for the sole purpose of enabling such directors, attorneys, independent accountants or financial advisors to provide advice to such Party, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided, provided that such Persons are bound to maintain the confidentialityconfidentiality of, and not to make any unauthorized usenon-use obligations in respect of, of the Confidential Information in a manner consistent with the confidentiality provisions of this Article 12 Agreement; and (Confidentialityd) the Receiving Party may disclose Confidential Information of the other Party to actual or potential investors, acquirers, collaborators, licensees, sublicensees and other financial or commercial partners solely for the purpose of evaluating or carrying out an actual or potential investment, acquisition, collaboration or licensing or sublicensing arrangement in connection with the Receiving Party; Publication)provided that such Persons are bound to maintain the confidentiality of, and non-use obligations in respect of, the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement, provided that the duration may be shorter if consistent with applicable industry norms.

Duty of Confidence. Subject to the other provisions of this Article 12 (Confidentiality; Publication):The Parties hereby agree as follows: (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care); (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party only to: (i) the Receiving Party’s AffiliatesAffiliates and, in the case of Axovant as the Receiving Party, its Sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its AffiliatesAffiliates and, in the case of Axovant as the Receiving Party, Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided, provided that such Persons persons are bound to maintain the confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with this Article 12 ARTICLE XII (Confidentiality; Publication).

Duty of Confidence. Subject to the other provisions of this Article 12 ARTICLE 10 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care); (b) the Receiving Party Party, its Affiliates and Representatives may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party only to: (i) the Receiving Party’s Affiliates; and (ii) employees, directors, agents, contractors, Subcontractors, consultants and advisers of the Receiving Party and its AffiliatesAffiliates and, in the case of EverInsight as the Receiving Party, its Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this AgreementAgreement (collectively, the “Representatives”); provided, that such Persons Representatives are bound to maintain the confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with this Article 12 ARTICLE 10 (Confidentiality; Publication).

Duty of Confidence. Subject to the other provisions of this Article 12 ARTICLE 10 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party XE "Disclosing Party" \t "See 10.1(a)" ”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party XE "Receiving Party" \t "See 10.1(a)" ”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care); (b) the Receiving Party Party, its Affiliates and Representatives may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party only to: (i) the Receiving Party’s Affiliates; and (ii) employees, directors, agents, contractors, Subcontractors, consultants and advisers of the Receiving Party and its AffiliatesAffiliates and its and their Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this AgreementAgreement (collectively, the “Representatives XE "Representatives" \t "See 10.1(c)" ”); provided, that such Persons Representatives are bound to maintain the confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with this Article 12 ARTICLE 10 (Confidentiality; Publication).

Duty of Confidence. Subject to the other provisions of this Article 12 (Confidentiality; Publication):11: (a) [***], all Confidential Information disclosed by of a Party or any of its Affiliates (the “Disclosing Party”) or its Affiliates under this Agreement will shall be maintained in confidence and otherwise safeguarded by the recipient other Party and its Affiliates (the “Receiving Party”) and its Affiliates using at least ), in the same standard of care manner and with the same protections as the Receiving Party uses to protect maintains its own proprietary or Confidential Information (confidential information, but in no event with less than a reasonable standard of care); (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) the Receiving Party may only disclose Confidential Information of the Disclosing other Party only to: (i) the Receiving Party’s its Affiliates, licensees and sublicensees; and (ii) employees, directors, employees and agents, and actual and prospective contractors, consultants and advisers advisers, of the Receiving Party and its AffiliatesAffiliates and sublicensees, in each case ((i) and (ii)), to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, of performing its obligations or exercising its rights under this Agreement; provided, that such Persons are bound by legally enforceable obligations to maintain the confidentiality, confidentiality and not to make any unauthorized use, limit the use of the Confidential Information in a manner consistent [***] with the confidentiality and non-use provisions of this Article 12 (ConfidentialityAgreement; Publication)provided, further that, other than with respect to such Persons that are Affiliates of the Receiving Party or employees or agents of such Affiliates, [***]. The actions and inactions of any Person to whom the Receiving Party discloses the Disclosing Party’s Confidential Information, shall, with respect to such Confidential Information, be deemed to be the actions and inactions of such Receiving Party for all purposes of this Agreement.

Duty of Confidence. Subject to the other provisions of this Article 12 10 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care);; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party only to: (i) the Receiving Party’s AffiliatesAffiliates and, in the case of Roivant as the Receiving Party, its Sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its AffiliatesAffiliates and, in the case of Roivant as the Receiving Party, Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided, that such Persons are bound to maintain the confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with this Article 12 10 (Confidentiality; Publication).

Duty of Confidence. Subject to the other provisions of this Article 12 ARTICLE 11 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care); (b) the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party only to: (i) the Receiving Party’s AffiliatesAffiliates and, in the case of Licensee as the Receiving Party, its Sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its AffiliatesAffiliates and, in the case of Licensee as the Receiving Party, Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided, provided that such Persons persons are bound to maintain the confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with this Article 12 ARTICLE 11 (Confidentiality; Publication).

Duty of Confidence. Subject to the other provisions of this Article 12 ARTICLE 11 (Confidentiality; Publication): (a) all Confidential Information disclosed by a Party (the “Disclosing Party”) or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) and its Affiliates using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care); (b) the Receiving Party Party, its Affiliates and Representatives may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) the Receiving Party may disclose Confidential Information of the Disclosing Party only to: (i) the Receiving Party’s Affiliates; and (ii) employees, directors, agents, contractors, Subcontractors, consultants and advisers of the Receiving Party and its AffiliatesAffiliates and, in the case of Everest as the Receiving Party, its Sublicensees, in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this AgreementAgreement (collectively, the “Representatives”); provided, that such Persons Representatives are bound to maintain the confidentiality, and not to make any unauthorized use, of the Confidential Information in a manner consistent with this Article 12 ARTICLE 11 (Confidentiality; Publication).