Common use of Mutual Confidentiality Clause in Contracts

Mutual Confidentiality. Subject to other written Agreements between the Parties, related to the Project under this Agreement, any written or oral information or data provided by either Party under this Agreement and marked or identified as proprietary or confidential (“Confidential Information”), shall not be disclosed for a period of five (5) years from termination or expiration of this Agreement, unless mutually agreed to in writing by the Parties. Each Party agrees to use reasonable care, but no less care than it uses to protect its own Confidential Information. Each Party agrees that it will not use Confidential Information of the other Party, other than for the purposes of this Agreement, or disclose such Confidential Information, to any person, other than to its affiliates, directors, officers, employees, agents or subcontractors, who have a need to know such Confidential Information and who are under an obligation of confidentiality consistent with the terms of this Agreement. The obligations of this Section shall not apply to: information that is available in the public domain or that becomes available through no fault of the receiving Party; information learned by the receiving Party from a third party not subject to a duty of confidentiality to the providing Party; information that was already known to the receiving Party before receipt from the providing Party, as evidenced by the receiving Party’s prior records; information that is independently developed by the receiving Party, as evidenced by the receiving Party’s records made in the ordinary course of business; information that the receiving Party is required to disclose by law, regulation or court order to disclose, provided that the providing Party is given as much prior notice and opportunity to restrict or limit such disclosure as the circumstances permit.

Mutual Confidentiality. Subject to other written Agreements between the Parties, related to the Project under this Agreement, any written or oral information or data provided by either Party under this Agreement and marked or identified as proprietary or confidential (“Confidential Information”)confidential, shall not be disclosed for a period of five (5) years from termination or expiration of this Agreement, unless mutually agreed to in writing by the Parties. Each Party agrees to use reasonable care, but no less care than it uses to protect its own Confidential Informationconfidential or proprietary information. Each Party agrees that it will not use Confidential Information confidential or proprietary information of the other Party, other than for the purposes of this Agreement, or disclose such Confidential Informationinformation, to any person, other than to its affiliates, directors, officers, employees, agents or subcontractors, who have a need to know such Confidential Information information and who are under an obligation of confidentiality consistent with the terms of this Agreement. The obligations of this Section shall not apply to: information that is available in the public domain or that becomes available through no fault of the receiving Party; information learned by the receiving Party from a third party not subject to a duty of confidentiality to the providing Party; information that was already known to the receiving Party before receipt from the providing Party, as evidenced by the receiving Party’s prior records; information that is independently developed by the receiving Party, as evidenced by the receiving Party’s records made in the ordinary course of business; information that the receiving Party is required to disclose by law, regulation or court order law to disclose, provided that the providing Party is given as much prior notice and opportunity to restrict or limit such disclosure as the circumstances permit.