Common use of Duty to Keep Information Confidential Clause in Contracts

Duty to Keep Information Confidential. Each party (“Receiving Party”) shall keep any Confidential Information received from or belonging to the other party (“Disclosing Party”) confidential and shall not disclose such Confidential Information to anyone (except on a need- to-know basis for internal use only where necessary to perform its obligations under this Agreement to its employees or contractors bound by express written secrecy obligations) or use such Confidential Information other than to perform its obligations under this Agreement without the prior written consent of the Disclosing Party. This Section 8.b shall not apply to any Confidential Information to the extent that: i) disclosure is required to or by any court, tribunal or governmental authority with competent jurisdiction, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure; ii) it is or becomes generally and freely publicly available through no fault of the Receiving Party or its servants or agents; or iii) it can be shown to have been independently originated by the Receiving Party without reference to the Confidential Information or communicated to it in circumstances otherwise than where its disclosure to the Receiving Party imparted a duty of confidence.

Duty to Keep Information Confidential. Each party (“Receiving Party”) shall keep any Confidential Information received from or belonging to belongingto the other party (“Disclosing Party”) confidential and shall not disclose such Confidential Information to anyone (except on a need- to-know basis for internal use only where onlywhere necessary to perform its obligations under this Agreement to its employees or full time contractors bound by express written secrecy obligations) or use such Confidential Information other than to perform its obligations under this Agreement without the prior written priorwritten consent of the Disclosing Party. This Section 8.b Clause 7.2 shall not apply to any Confidential Information to the extent that: i) i. disclosure is required to or by any court, tribunal or governmental authority with competent jurisdiction, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the withthe Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure; ii) . it is or becomes generally and freely publicly available publiclyavailable through no fault of the Receiving Party or its servants or agents; or iii) . it can be shown to shownto have been independently originated by the Receiving Party without reference to the Confidential Information Information, or communicated to it in circumstances otherwise than where its disclosure to the Receiving Party imparted a duty of confidence.

Duty to Keep Information Confidential. Each party (“Receiving Party”) shall keep any Confidential Information received from or belonging to the other party (“Disclosing Party”) confidential and shall not disclose such Confidential Information to anyone (except on a need- to-know basis for internal use only where necessary to perform its obligations under this Agreement to its employees or full time contractors bound by express written secrecy obligations) or use such Confidential Information other than to perform its obligations under this Agreement without the prior written consent of the Disclosing Party. This Section 8.b Clause 7.2 shall not apply to any Confidential Information to the extent that: i) i. disclosure is required to or by any court, tribunal or governmental authority with competent jurisdiction, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure; ii) . it is or becomes generally and freely publicly available through no fault of the Receiving Party or its servants or agents; or iii) . it can be shown to have been independently originated by the Receiving Party without reference to the Confidential Information Information, or communicated to it in circumstances otherwise than where its disclosure to the Receiving Party imparted a duty of confidence.

Duty to Keep Information Confidential. Each party (“Receiving Party”) shall keep any Confidential Information received from or belonging to the other party (“Disclosing Party”) confidential and shall not disclose such Confidential Information to anyone (except on a need- to-know need-­‐ to-­‐know basis for internal use only where necessary to perform its obligations under this Agreement to its employees or full time contractors bound by express written secrecy obligations) or use such Confidential Information other than to perform its obligations under this Agreement without the prior written consent of the Disclosing Party. This Section 8.b Clause 7.2 shall not apply to any Confidential Information to the extent that: i) i. disclosure is required to or by any court, tribunal or governmental authority with competent jurisdiction, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the Disclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, and shall reasonably cooperate with the Disclosing Party’s efforts to secure such a protective order or other legal remedy to prevent the disclosure; ii) . it is or becomes generally and freely publicly available through no fault of the Receiving Party or its servants or agents; or iii) . it can be shown to have been independently originated by the Receiving Party without reference to the Confidential Information Information, or communicated to it in circumstances otherwise than where its disclosure to the Receiving Party imparted a duty of confidence.