Common use of General Confidentiality Clause in Contracts

General Confidentiality. (a) For purposes of this Agreement, “Confidential Information” means any of the following: (i) nonpublic information that is provided by or on behalf of any Party (the “Disclosing Party”) to any other Party or its Representatives or Service Providers (each, a “Receiving Party”) in connection with the Program (including information provided prior to the Effective Date or the Servicing Start Date); (ii) nonpublic information about such Disclosing Party or its Affiliates, or its businesses or employees, that is otherwise obtained by or on behalf of any other Party in connection with the Program, in each case including: (A) information concerning marketing plans, objectives and financial results, business systems, methods, processes, know-how, financing data, programs and products and Value Proposition terms and features and tests thereof; (B) information regarding any products offered or proposed to be offered under the Program or the manner of offering of any such products; (C) information unrelated to the Program obtained by a Receiving Party in connection with this Agreement, including by accessing or being present at the business location of any Disclosing Party; and (D) non-public Intellectual Property such as proprietary technical information and source code developed by the Disclosing Party in connection with the Program; and (iii) the terms and conditions of this Agreement. The provisions of this Article VIII governing Confidential Information shall not govern Cardholder Data, which shall be governed by the provisions of Article V. (b) The restrictions on disclosure of Confidential Information under this Article VIII shall not apply to information received or obtained by a Receiving Party that: (i) is or becomes generally available to the public other than as a result of disclosure in breach by such Receiving Party of this Agreement or any other confidentiality obligations; (ii) is lawfully received on a non-confidential basis from a third party authorized to disclose such information without restriction and without breach of this Agreement; (iii) is required to be publicly disclosed by Applicable Law or applicable stock exchange rules; provided that, to the extent permitted by Applicable Law, any Receiving Party subject to any Governmental Authority or judicial process shall consult with the Disclosing Party with respect to such filing or disclosure of its Confidential Information and shall cooperate in seeking a protective order or other protection for such Confidential Information; and provided, further, that such Confidential Information shall be disclosed only to the extent required by such Applicable Law and shall otherwise remain confidential hereunder; or (iv) is developed by the Receiving Party without the use or knowledge of any proprietary, non-public information provided by any Disclosing Party under, or otherwise made available to such Receiving Party as a result of, this Agreement. Nothing herein shall be construed to permit the Receiving Party to disclose to any third party any Confidential Information that the Receiving Party is required to keep confidential under Applicable Law. (c) The terms and conditions of this Agreement and all of the items referred to in clauses (A) through (B) of Section 8.01(a) shall each be the Confidential Information of each of the Parties to this Agreement as Disclosing Party, and each such Party shall be deemed to be a Receiving Party with respect to each other Party. 44 (d) If any Receiving Party receives Confidential Information of a Disclosing Party, such Receiving Party shall: (i) keep the Confidential Information of the Disclosing Party confidential in accordance with the nondisclosure requirements of this Agreement; (ii) treat all Confidential Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, but in no event less than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic, administrative and procedural security measures, including commercially reasonable authentication, access controls, virus protection and intrusion detection practices and procedures, to protect such Confidential Information. 8.02.

General Confidentiality. Subject to the requirements of 5 U.S.C. 552 (aFreedom of Information Act) For purposes of this Agreement, “and 18 U.S.C. 1905 (Trade Secrets Act): Each Party agrees not to use any Confidential Information” means any Information (as defined herein) of the following: (i) nonpublic information that is provided by or on behalf of any Party (the “Disclosing Party”) to any other Party except in performance of the Order and not to disclose such information to third parties (other than, as determined by the receiving party in good faith, those persons with a genuine “need to know” and who will similarly limit the use and disclosure of the information, such as attorneys, accountants, commercial and investment bankers, consultants, Board members and certain key employees). All information which the disclosing party considers confidential will be conspicuously marked or otherwise labeled “Confidential,” “Proprietary,” “Sensitive” or in another manner indicating its Representatives confidential and/or proprietary nature or Service Providers (each, a “Receiving Party”) in connection with the Program (including information provided prior to the Effective Date or the Servicing Start Date); (ii) nonpublic information about such Disclosing Party or its Affiliates, or its businesses or employees, that is otherwise obtained by or on behalf of any other Party in connection with the Programwhich, in each the case including: (A) information concerning marketing plansof oral information, objectives and financial results, business systems, methods, processes, know-how, financing data, programs and products and Value Proposition terms and features and tests thereof; (B) information regarding any products offered or proposed to be offered under the Program or the manner of offering of any such products; (C) information unrelated to the Program obtained by a Receiving Party in connection with this Agreement, including by accessing or being present is specifically identified at the business location time of any Disclosing Partydisclosure as being confidential, proprietary or sensitive; provided, however, such oral information must be reduced to writing and delivered to receiving party within ten (D10) days of oral disclosure. Notwithstanding the foregoing, the terms, conditions, and existence of the Order, and Iron Bow’s pricing, discounts, margins, and non-public Intellectual Property such as proprietary technical information and source code developed by the Disclosing Party in connection with the Program; and (iii) the terms and conditions of this Agreement. The provisions of this Article VIII governing customer data will be considered Confidential Information shall whether or not govern Cardholder Dataso marked. With respect to both Parties hereto, which shall be governed by the provisions of Article V. (b) The restrictions on disclosure of for purposes hereof, Confidential Information under this Article VIII shall will not apply to include any information received or obtained by a Receiving Party that: (i) is now or becomes generally available to in the public other than as a result domain through no breach of disclosure in breach by such Receiving Party the terms and conditions of this Agreement or any other confidentiality obligationsthe Order; (ii) is lawfully received on a non-confidential basis from a third in the possession of the receiving party authorized as of the date of execution hereof and is not subject to disclose such information without restriction and without breach of this Agreementnondisclosure obligations; (iii) is required to be publicly disclosed independently learned by Applicable Law or applicable stock exchange rules; provided that, to the extent permitted by Applicable Law, any Receiving Party subject to any Governmental Authority or judicial process shall consult with receiving party from a third party without breach of the Disclosing Party with respect to such filing or disclosure terms and conditions of its Confidential Information and shall cooperate in seeking a protective order or other protection for such Confidential Information; and provided, further, that such Confidential Information shall be disclosed only to the extent required by such Applicable Law and shall otherwise remain confidential hereunderOrder; or (iv) is developed required by law or order of a court, administrative agency or other governmental body to be disclosed by the Receiving receiving party. Each Party without acknowledges that the use or knowledge of any proprietary, non-public information provided by any Disclosing other Party under, or otherwise made available to such Receiving Party will suffer irreparable injury as a result ofof any use, disclosure, or duplication of its Confidential Information by the other Party in violation of the provisions of this AgreementSection. Nothing herein shall Accordingly, either Party will be construed entitled in such event to permit the Receiving Party to disclose seek preliminary and final injunctive relief in addition to any third party any Confidential Information that other applicable remedies, including the Receiving Party is required to keep confidential under Applicable Lawrecovery of damages. (c) The terms and conditions provisions of this Agreement and all Section will survive the completion, termination, or expiration of the items referred to in clauses (A) through (B) Order. Each Party will notify the other immediately upon learning of Section 8.01(a) shall each be the Confidential Information any unauthorized use, disclosure, or duplication of each of the Parties to this Agreement as Disclosing Party, and each such Party shall be deemed to be a Receiving Party with respect to each other Party. 44 (d) If any Receiving Party receives Confidential Information of a Disclosing Party, such Receiving Party shall: (i) keep the Confidential Information of the Disclosing Party confidential in accordance with the nondisclosure requirements of this Agreement; (ii) treat all Confidential Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, but in no event less than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic, administrative and procedural security measures, including commercially reasonable authentication, access controls, virus protection and intrusion detection practices and procedures, to protect such Confidential Information. 8.02.

General Confidentiality. Each Party agrees not to use any Confidential Information (aas defined herein) For purposes of this Agreement, “Confidential Information” means any of the following: (i) nonpublic information that is provided by or on behalf of any Party (the “Disclosing Party”) to any other Party except in performance of the Purchase Order and not to disclose such information to third parties (other than, as determined by the receiving party in good faith, those persons with a genuine “need to know” and who will similarly limit the use and disclosure of the information, such as attorneys, accountants, commercial and investment bankers, consultants, Board members and certain key employees). All information which the disclosing party considers confidential will be conspicuously marked or otherwise labeled “Confidential,” “Proprietary,” “Sensitive” or in another manner indicating its Representatives confidential and/or proprietary nature or Service Providers (each, a “Receiving Party”) in connection with the Program (including information provided prior to the Effective Date or the Servicing Start Date); (ii) nonpublic information about such Disclosing Party or its Affiliates, or its businesses or employees, that is otherwise obtained by or on behalf of any other Party in connection with the Programwhich, in each the case including: (A) information concerning marketing plansof oral information, objectives and financial results, business systems, methods, processes, know-how, financing data, programs and products and Value Proposition terms and features and tests thereof; (B) information regarding any products offered or proposed to be offered under the Program or the manner of offering of any such products; (C) information unrelated to the Program obtained by a Receiving Party in connection with this Agreement, including by accessing or being present is specifically identified at the business location time of any Disclosing Partydisclosure as being confidential, proprietary or sensitive; provided, however, such oral information is reduced to writing and delivered to receiving party within ten (D10) days of oral disclosure. Notwithstanding the foregoing, the terms, conditions, and existence of the Purchase Order, and Iron Bow’s pricing, discounts, margins, and non-public Intellectual Property such as proprietary technical information and source code developed by the Disclosing Party in connection with the Program; and (iii) the terms and conditions of this Agreement. The provisions of this Article VIII governing customer data will be considered Confidential Information shall whether or not govern Cardholder Dataso marked. With respect to both Parties hereto, which shall be governed by the provisions of Article V. (b) The restrictions on disclosure of for purposes hereof, Confidential Information under this Article VIII shall will not apply to include any information received or obtained by a Receiving Party that: (i) is now or becomes generally available to in the public other than as a result domain through no breach of disclosure in breach by such Receiving Party the terms and conditions of this Agreement or any other confidentiality obligationsthe Purchase Order; (ii) is lawfully received on a non-confidential basis from a third in the possession of the receiving party authorized as of the date of execution hereof and is not subject to disclose such information without restriction and without breach of this Agreementnondisclosure obligations; (iii) is required to be publicly disclosed independently learned by Applicable Law or applicable stock exchange rules; provided that, to the extent permitted by Applicable Law, any Receiving Party subject to any Governmental Authority or judicial process shall consult with receiving party from a third party without breach of the Disclosing Party with respect to such filing or disclosure terms and conditions of its Confidential Information and shall cooperate in seeking a protective order or other protection for such Confidential Information; and provided, further, that such Confidential Information shall be disclosed only to the extent required by such Applicable Law and shall otherwise remain confidential hereunderPurchase Order; or (iv) is developed required by law or order of a court, administrative agency or other governmental body to be disclosed by the Receiving receiving party. Each Party without acknowledges that the use or knowledge of any proprietary, non-public information provided by any Disclosing other Party under, or otherwise made available to such Receiving Party will suffer irreparable injury as a result ofof any use, disclosure, or duplication of its Confidential Information by the other Party in violation of the provisions of this AgreementSection. Nothing herein shall Accordingly, either Party will be construed entitled in such event to permit the Receiving Party to disclose seek preliminary and final injunctive relief in addition to any third party any Confidential Information that other applicable remedies, including the Receiving Party is required to keep confidential under Applicable Lawrecovery of damages. (c) The terms and conditions provisions of this Agreement and all Section will survive the completion, termination, or expiration of the items referred to in clauses (A) through (B) Purchase Order. Each Party will notify the other immediately upon learning of Section 8.01(a) shall each be the Confidential Information any unauthorized use, disclosure, or duplication of each of the Parties to this Agreement as Disclosing Party, and each such Party shall be deemed to be a Receiving Party with respect to each other Party. 44 (d) If any Receiving Party receives Confidential Information of a Disclosing Party, such Receiving Party shall: (i) keep the Confidential Information of the Disclosing Party confidential in accordance with the nondisclosure requirements of this Agreement; (ii) treat all Confidential Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, but in no event less than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic, administrative and procedural security measures, including commercially reasonable authentication, access controls, virus protection and intrusion detection practices and procedures, to protect such Confidential Information. 8.02.

General Confidentiality. Each Party agrees not to use any Confidential Information (aas defined herein) For purposes of this Agreement, “Confidential Information” means any of the following: (i) nonpublic information that is provided by or on behalf of any Party (the “Disclosing Party”) to any other Party except in performance of the Purchase Order and not to disclose such information to third parties (other than, as determined by the receiving party in good faith, those persons with a genuine “need to know” and who will similarly limit the use and disclosure of the information, such as attorneys, accountants, commercial and investment bankers, consultants, Board members and certain key employees). All information which the disclosing party considers confidential will be conspicuously marked or otherwise labeled “Confidential,” “Proprietary,” “Sensitive” or in another manner indicating its Representatives confidential and/or proprietary nature or Service Providers (each, a “Receiving Party”) in connection with the Program (including information provided prior to the Effective Date or the Servicing Start Date); (ii) nonpublic information about such Disclosing Party or its Affiliates, or its businesses or employees, that is otherwise obtained by or on behalf of any other Party in connection with the Programwhich, in each the case including: (A) information concerning marketing plansof oral information, objectives and financial results, business systems, methods, processes, know-how, financing data, programs and products and Value Proposition terms and features and tests thereof; (B) information regarding any products offered or proposed to be offered under the Program or the manner of offering of any such products; (C) information unrelated to the Program obtained by a Receiving Party in connection with this Agreement, including by accessing or being present is specifically identified at the business location time of any Disclosing Partydisclosure as being confidential, proprietary or sensitive; provided, however, such oral information must be reduced to writing and delivered to receiving party within ten (D10) days of oral disclosure. Notwithstanding the foregoing, the terms, conditions, and existence of the Purchase Order, and Iron Bow’s pricing, discounts, margins, and non-public Intellectual Property such as proprietary technical information and source code developed by the Disclosing Party in connection with the Program; and (iii) the terms and conditions of this Agreement. The provisions of this Article VIII governing customer data will be considered Confidential Information shall whether or not govern Cardholder Dataso marked. With respect to both Parties hereto, which shall be governed by the provisions of Article V. (b) The restrictions on disclosure of for purposes hereof, Confidential Information under this Article VIII shall will not apply to include any information received or obtained by a Receiving Party that: (i) is now or becomes generally available to in the public other than as a result domain through no breach of disclosure in breach by such Receiving Party the terms and conditions of this Agreement or any other confidentiality obligationsthe Purchase Order; (ii) is lawfully received on a non-confidential basis from a third in the possession of the receiving party authorized as of the date of execution hereof and is not subject to disclose such information without restriction and without breach of this Agreementnondisclosure obligations; (iii) is required to be publicly disclosed independently learned by Applicable Law or applicable stock exchange rules; provided that, to the extent permitted by Applicable Law, any Receiving Party subject to any Governmental Authority or judicial process shall consult with receiving party from a third party without breach of the Disclosing Party with respect to such filing or disclosure terms and conditions of its Confidential Information and shall cooperate in seeking a protective order or other protection for such Confidential Information; and provided, further, that such Confidential Information shall be disclosed only to the extent required by such Applicable Law and shall otherwise remain confidential hereunderPurchase Order; or (iv) is developed required by law or order of a court, administrative agency or other governmental body to be disclosed by the Receiving receiving party. Each Party without acknowledges that the use or knowledge of any proprietary, non-public information provided by any Disclosing other Party under, or otherwise made available to such Receiving Party will suffer irreparable injury as a result ofof any use, disclosure, or duplication of its Confidential Information by the other Party in violation of the provisions of this AgreementSection. Nothing herein shall Accordingly, either Party will be construed entitled in such event to permit the Receiving Party to disclose seek preliminary and final injunctive relief in addition to any third party any Confidential Information that other applicable remedies, including the Receiving Party is required to keep confidential under Applicable Lawrecovery of damages. (c) The terms and conditions provisions of this Agreement and all Section will survive the completion, termination, or expiration of the items referred to in clauses (A) through (B) Purchase Order. Each Party will notify the other immediately upon learning of Section 8.01(a) shall each be the Confidential Information any unauthorized use, disclosure, or duplication of each of the Parties to this Agreement as Disclosing Party, and each such Party shall be deemed to be a Receiving Party with respect to each other Party. 44 (d) If any Receiving Party receives Confidential Information of a Disclosing Party, such Receiving Party shall: (i) keep the Confidential Information of the Disclosing Party confidential in accordance with the nondisclosure requirements of this Agreement; (ii) treat all Confidential Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, but in no event less than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic, administrative and procedural security measures, including commercially reasonable authentication, access controls, virus protection and intrusion detection practices and procedures, to protect such Confidential Information. 8.02.

General Confidentiality. Each Party agrees not to use any Confidential Information (aas defined herein) For purposes of this Agreement, “Confidential Information” means any of the following: (i) nonpublic information that is provided by or on behalf of any Party (the “Disclosing Party”) to any other Party except in performance of the Purchase Order and not to disclose such information to third parties (other than, as determined by the receiving party in good faith, those persons with a genuine “need to know” and who will similarly limit the use and disclosure of the information, such as attorneys, accountants, commercial and investment bankers, consultants, Board members and certain key employees). All information which the disclosing party considers confidential will be conspicuously marked or otherwise labeled “Confidential,” “Proprietary,” “Sensitive” or in another manner indicating its Representatives confidential and/or proprietary nature or Service Providers (each, a “Receiving Party”) in connection with the Program (including information provided prior to the Effective Date or the Servicing Start Date); (ii) nonpublic information about such Disclosing Party or its Affiliates, or its businesses or employees, that is otherwise obtained by or on behalf of any other Party in connection with the Programwhich, in each the case including: (A) information concerning marketing plansof oral information, objectives and financial results, business systems, methods, processes, know-how, financing data, programs and products and Value Proposition terms and features and tests thereof; (B) information regarding any products offered or proposed to be offered under the Program or the manner of offering of any such products; (C) information unrelated to the Program obtained by a Receiving Party in connection with this Agreement, including by accessing or being present is specifically identified at the business location time of any Disclosing Partydisclosure as being confidential, proprietary or sensitive; provided, however, such oral information is reduced to writing and delivered to receiving party within ten (D10) days of oral disclosure. Notwithstanding the foregoing, the terms, conditions, and existence of the Purchase Order, and 3TI’s pricing, discounts, margins, and non-public Intellectual Property such as proprietary technical information and source code developed by the Disclosing Party in connection with the Program; and (iii) the terms and conditions of this Agreement. The provisions of this Article VIII governing customer data will be considered Confidential Information shall whether or not govern Cardholder Dataso marked. With respect to both Parties hereto, which shall be governed by the provisions of Article V. (b) The restrictions on disclosure of for purposes hereof, Confidential Information under this Article VIII shall will not apply to include any information received or obtained by a Receiving Party that: (i) is now or becomes generally available to in the public other than as a result domain through no breach of disclosure in breach by such Receiving Party the terms and conditions of this Agreement or any other confidentiality obligationsthe Purchase Order; (ii) is lawfully received on a non-confidential basis from a third in the possession of the receiving party authorized to disclose such information without restriction as of the date of execution hereof and without breach of this Agreement; (iii) is required to be publicly disclosed by Applicable Law or applicable stock exchange rules; provided that, to the extent permitted by Applicable Law, any Receiving Party not subject to any Governmental Authority or judicial process shall consult with the Disclosing Party with respect to such filing or disclosure of its Confidential Information and shall cooperate in seeking a protective order or other protection for such Confidential Information; and provided, further, that such Confidential Information shall be disclosed only to the extent required by such Applicable Law and shall otherwise remain confidential hereunder; or (iv) is developed by the Receiving Party without the use or knowledge of any proprietary, non-public information provided by any Disclosing Party under, or otherwise made available to such Receiving Party as a result of, this Agreement. Nothing herein shall be construed to permit the Receiving Party to disclose to any third party any Confidential Information that the Receiving Party is required to keep confidential under Applicable Law. (c) The terms and conditions of this Agreement and all of the items referred to in clauses (A) through (B) of Section 8.01(a) shall each be the Confidential Information of each of the Parties to this Agreement as Disclosing Party, and each such Party shall be deemed to be a Receiving Party with respect to each other Party. 44 (d) If any Receiving Party receives Confidential Information of a Disclosing Party, such Receiving Party shall: (i) keep the Confidential Information of the Disclosing Party confidential in accordance with the nondisclosure requirements of this Agreement; (ii) treat all Confidential Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, but in no event less than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic, administrative and procedural security measures, including commercially reasonable authentication, access controls, virus protection and intrusion detection practices and procedures, to protect such Confidential Information. 8.02.obligations;