Common use of MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS Clause in Contracts

MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS. Each Disclosing Party’s Confidential Information shall be kept confidential by the Recipient and, except as otherwise permitted herein, shall not be disclosed by the Recipient to any third party without first obtaining the Disclosing Party’s prior written consent to such disclosure. The Recipient shall protect the Confidential Information in the same manner it protects its own confidential information of a similar nature, which shall be at least a reasonable standard of care. Recipient may disclose the Confidential Information only to its officers, employees, consultants and/or Affiliates on a need-to-know basis, provided that the Recipient will have executed or shall execute appropriate written agreements with its employees, consultants and Affiliates sufficient to enable compliance with all the provisions of this Agreement with respect to the Confidential Information. The Recipient shall be liable for any damage caused by or resulting from any unauthorized disclosure of the Confidential Information by the Recipient’s employees, consultants or Affiliates. The Confidential Information shall not be utilized by the Recipient, except for the Purpose permitted herein, without first obtaining the Disclosing Party’s prior written consent to such use. Confidential Information shall not include any information which: at the time of disclosure is in the public domain; after disclosure becomes part of the public domain, except through breach of this Agreement by Recipient; Recipient can demonstrate by reasonable proof was in Recipient’s or any of its Affiliates’ possession prior to the time of disclosure by a Disclosing Party hereunder, and was not acquired directly or indirectly from a Disclosing Party; Recipient can demonstrate by reasonable proof was developed by or on behalf of Recipient or its Affiliates independent of and without reference to the Confidential Information; or becomes available to Recipient or its Affiliates from a third party who did not acquire such information directly or indirectly from a Disclosing Party and who is not otherwise prohibited from disclosing such information. Confidential Information shall not be deemed to be or have become public knowledge merely because any part of such Confidential Information is embodied in general disclosures or because individual features, components or combinations thereof are known or become known to the public.

MAINTENANCE OF CONFIDENTIALITY; NON-USE OBLIGATIONS. Each Disclosing Party’s Confidential Information shall be kept confidential by the each Recipient and, except as otherwise permitted herein, shall not be disclosed by the Recipient to any third party without first obtaining the Disclosing Party’s prior written consent to such disclosure. The Each Recipient shall protect the Confidential Information in the same manner it protects its own confidential information of a similar nature, which shall be at least a reasonable standard of care. Each Recipient may disclose the Confidential Information only to its officers, employees, consultants and/or Affiliates on a need-to-know basis, provided that the Recipient will have executed or shall execute appropriate written agreements with its employees, consultants it imposes on them restrictions on disclosure and Affiliates sufficient use equivalent to enable compliance with all the provisions of this Agreement with respect to the Confidential Informationthose set forth herein. The Each Recipient shall be liable for any damage caused by or resulting from any unauthorized disclosure of the Confidential Information by the Recipient’s employees, consultants or Affiliates. The Confidential Information shall not be utilized by the Recipient, except for the Purpose permitted herein, without first obtaining the Disclosing Party’s prior written consent to such use. Confidential Information shall not include any information which: at the time of disclosure is in the public domain; after disclosure becomes part of the public domain, except through breach of this Agreement by Recipient; Recipient can demonstrate by reasonable proof was in Recipient’s or any of its Affiliates’ possession prior to the time of disclosure by a Disclosing Party hereunder, and was not acquired directly or indirectly from a Disclosing Party; Recipient can demonstrate by reasonable proof was developed by or on behalf of Recipient or its Affiliates independent of and without reference to the Confidential Information; or becomes available to Recipient or its Affiliates from a third party who did not acquire such information directly or indirectly from a Disclosing Party and who is not otherwise prohibited from disclosing such information. Confidential Information shall not be deemed to be or have become public knowledge merely because any part of such Confidential Information is embodied in general disclosures or because individual features, components or combinations thereof are known or become known to the public.