Common use of Limitations on Use and Disclosure Clause in Contracts

Limitations on Use and Disclosure. The receiving Party agrees that it will not at any time: (i) use, reproduce, or copy any Confidential Information of the disclosing Party except as necessary in connection with the Agreement and as expressly permitted hereunder, or (ii) disclose Confidential Information of the disclosing Party to any third party other than its officers, directors, employees, agents, accountants, agents attorneys and employees, each on a “need to know” basis, in the normal course of business (provided such parties are professionally obligated or have committed in writing to abide by confidentiality and non-use provisions not less stringent than those set forth in this subsection) without the other Party’s prior written consent. If served with a subpoena, court order, or other compulsory process or legal requirement requiring disclosure of Confidential Information, the receiving Party shall promptly notify the disclosing Party of the demand (unless prohibited by law), take reasonable steps to protect the Confidential Information from public disclosure, and limit any such disclosure to the minimum extent necessary to comply with the legal requirement. The receiving Party agrees to reasonably cooperate with the disclosing Party at the disclosing Party’s expense if it decides to oppose production after it receives notice of such opposition, unless the receiving Party (in the opinion of its legal counsel) deems such cooperation is not legally permitted or is otherwise detrimental to it. Upon termination or expiration of this Agreement or an earlier request by the disclosing Party, the receiving Party shall destroy or return, at the other Party’s election, such other Party’s Confidential Information in its possession and certify such return or destruction upon request by such other Party; notwithstanding the foregoing, Manager will not be required to remove copies of any other party’s Confidential Information from any backup media or servers. Neither Party will issue or make, directly or indirectly, any press releases or other public announcements relating to the Agreement or the underlying transaction(s) without the prior written approval of the other Party.

Limitations on Use and Disclosure. The receiving Receiving Party agrees shall hold each item of the Disclosing Party's Proprietary Information received hereunder in confidence from the date of the disclosure to the Receiving Party until expiration of a period of five (5) years after the expiration of such two (2) year period described in Section 3 above, or after termination of this Agreement. Prior to such termination of this Agreement, or if none, during such two (2) year period, the Receiving Party shall use such Proprietary Information only to carry out the Purpose of this Agreement and shall disclose such Proprietary Information only to its employees having a need to know with respect to such Purpose. Proprietary Information shall not be copied or reproduced by the Receiving Party without the express written permission of the Disclosing Party, except for such copies as may be reasonably required to accomplish the Purpose. Neither party, as a Receiving Party of Proprietary Information disclosed by the Disclosing Party hereunder, shall, without the express prior written consent of the Disclosing Party, use in whole or in part any such Proprietary Information to develop, manufacture or repair any products, or to compete with the Disclosing Party in any manner. Each party, as a Receiving Party of Proprietary Information disclosed by the Disclosing Party hereunder, shall exercise the same standard of care to protect such Proprietary Information as it uses to protect its own information that it is proprietary, but in no case less than reasonable care. In the event of inadvertent disclosure or use of such Proprietary Information, the Receiving Party shall, upon discovery thereof, immediately notify the Disclosing Party of the disclosure, and take all reasonable steps to retrieve such disclosed Proprietary Information together with any copies, notes or correspondence concerning such Proprietary Information contained in the disclosed material and act to prevent any further disclosure or use of such inadvertently disclosed Proprietary Information. Such inadvertent disclosure or use will not at any time: (i) use, reproduce, or copy any Confidential Information of relieve the disclosing Receiving Party except as necessary in connection with from its continued adherence to the Agreement terms and as expressly permitted hereunder, or (ii) disclose Confidential Information of the disclosing Party to any third party other than its officers, directors, employees, agents, accountants, agents attorneys and employees, each on a “need to know” basis, in the normal course of business (provided such parties are professionally obligated or have committed in writing to abide by confidentiality and non-use provisions not less stringent than those conditions set forth in this subsection) without the other Party’s prior written consent. If served with a subpoena, court order, or other compulsory process or legal requirement requiring disclosure of Confidential Information, the receiving Party shall promptly notify the disclosing Party of the demand (unless prohibited by law), take reasonable steps to protect the Confidential Information from public disclosure, and limit any such disclosure to the minimum extent necessary to comply with the legal requirement. The receiving Party agrees to reasonably cooperate with the disclosing Party at the disclosing Party’s expense if it decides to oppose production after it receives notice of such opposition, unless the receiving Party (in the opinion of its legal counsel) deems such cooperation is not legally permitted or is otherwise detrimental to it. Upon termination or expiration of this Agreement or an earlier request by the disclosing Party, the receiving Party shall destroy or return, at the other Party’s election, such other Party’s Confidential Information in its possession and certify such return or destruction upon request by such other Party; notwithstanding the foregoing, Manager will not be required to remove copies of any other party’s Confidential Information from any backup media or servers. Neither Party will issue or make, directly or indirectly, any press releases or other public announcements relating to the Agreement or the underlying transaction(s) without the prior written approval of the other PartyAgreement.

Limitations on Use and Disclosure. The receiving Party parties agree that the terms and conditions set forth in this AGREEMENT are CONFIDENTIAL INFORMATION. The CONFIDENTIAL INFORMATION disclosed by either party ("DISCLOSING PARTY") to the other party ("RECEIVING PARTY") constitutes the confidential and proprietary information of the DISCLOSING PARTY and the RECEIVING PARTY agrees that to treat all CONFIDENTIAL INFORMATION of the other in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care. The RECEIVING PARTY shall use CONFIDENTIAL INFORMATION of the DISCLOSING PARTY only in performing under this AGREEMENT and shall retain the CONFIDENTIAL INFORMATION in confidence and not at disclose to any time: third party (iexcept as authorized under this AGREEMENT) usewithout the DISCLOSING PARTY's express written consent. The RECEIVING PARTY shall disclose the DISCLOSING PARTY's CONFIDENTIAL INFORMATION only to those employees and contractors of the RECEIVING PARTY who have a need to know such information for the purposes of this AGREEMENT, reproduceand such employees and contractors must have entered into agreements with the RECEIVING PARTY containing confidentiality provisions covering the CONFIDENTIAL INFORMATION, or copy any Confidential Information similar confidential information, with terms and conditions at least as restrictive as those set forth herein. Notwithstanding the foregoing, each party's confidentiality obligations hereunder shall not apply to information which as evidenced by written records: 8.1.1 is already known to the RECEIVING PARTY, without an obligation of confidentiality, prior to disclosure by the DISCLOSING PARTY; 8.1.2 becomes publicly available without fault of the disclosing Party except RECEIVING PARTY; 8.1.3 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 8.1.4 is developed independently by the RECEIVING PARTY without use of or access to the DISCLOSING PARTY's CONFIDENTIAL INFORMATION. 8.2 PERMITTED USE AND DISCLOSURE: Each party hereto is permitted to disclose this AGREEMENT and use or disclose the CONFIDENTIAL INFORMATION disclosed to it by the other party: 8.2.1 To the extent such use or disclosure is reasonably necessary in connection with the Agreement and as expressly permitted hereundercomplying with stock exchange rules; or 8.2.2 To its legal and/or financial advisors, or (ii) disclose Confidential Information of the disclosing Party to any third party other than its officers, directors, employees, agents, accountants, agents attorneys and employees, each on a “need to know” basis, in the normal course of business (provided such parties are professionally obligated advisors maintain the confidentiality of this AGREEMENT; or have committed 8.2.3 To the extent such use or disclosure is reasonably necessary in writing to abide by confidentiality and non-use provisions not less stringent than those set forth in this subsection) without the other Party’s prior written consent. If served prosecuting or defending litigation, complying with a subpoenaapplicable law, governmental regulation or court order, submitting information to tax or other compulsory process governmental authorities, or legal requirement requiring disclosure of Confidential Information, otherwise exercising its rights hereunder; or 8.2.4 To the receiving Party shall promptly notify the disclosing Party of the demand (unless prohibited by law), take reasonable steps to protect the Confidential Information from public disclosure, and limit any such disclosure to the minimum extent necessary to comply enforce its rights under this AGREEMENT in connection with the a legal requirement. The receiving Party agrees to reasonably cooperate with the disclosing Party at the disclosing Party’s expense if it decides to oppose production after it receives notice of such opposition, unless the receiving Party (in the opinion of its legal counsel) deems such cooperation is not legally permitted proceeding or is otherwise detrimental to it. Upon termination or expiration of this Agreement or an earlier request by the disclosing Party, the receiving Party shall destroy or return, at the other Party’s election, such other Party’s Confidential Information in its possession and certify such return or destruction upon request by such other Party; notwithstanding the foregoing, Manager will not be as required to remove copies of any other party’s Confidential Information from any backup media be disclosed by law or servers. Neither Party will issue or make, directly or indirectly, any press releases or other public announcements relating to the Agreement or the underlying transaction(s) without the prior written approval of the other Partygovernmental regulation.