Common use of Mutual Nondisclosure Clause in Contracts

Mutual Nondisclosure. (a) Confidential Information shall mean the (i) Licensed Products and (ii) other information of the parties when it is presented in printed, written, graphic, or photographic or other tangible form (but including information received, stored or transmitted electronically) and marked as “confidential” or “proprietary” by the disclosing party. Confidential Information also includes information of the parties, when presented in oral form, that is summarized as written minutes or notes of such oral presentations and which are marked “confidential" or “proprietary” and provided to recipient within thirty (30) days after the date of disclosure. (b) Pursuant to this Agreement, each party (the "Discloser") may, from time to time, furnish the other party to this Agreement (the “Recipient”) with certain Confidential Information. Recipient will use at least the same care to avoid disclosure of such Confidential Information as it uses with its own similar confidential information which it does not wish to disclose, but such standard of care shall not be less than a reasonable standard of care. The Confidential Information, including any trade secret, confidential or proprietary information contained within the Confidential Information, is not to be disclosed to any persons other than the employees of Recipient. Confidential Information may, however, be disclosed to counsel and consultants of the Recipient who have a need to know and have been instructed that it is Confidential Information. Recipient shall be liable for any unauthorized use or disclosure of Discloser’s Confidential Information by Recipient’s employees, counsel or consultants. (c) The nondisclosure obligations of Recipient with respect to any particular portion of Confidential Information shall terminate (or shall not attach) when any of the following occurs: (1) It was in the public domain at the time of Discloser's communication to Recipient. (2) It entered the public domain through no fault of Recipient subsequent to the time of Discloser's communication to Recipient. (3) It was in Recipient's possession free of any obligation of confidence at the time of Discloser's communication to Recipient. (4) Its disclosure is required by law, valid subpoena, or court or government order, provided, however, that Recipient provides prompt notice of such required disclosure and Recipient shall have made a reasonable effort to obtain a protective order or other reliable assurance affording it confidential treatment and limiting its use solely for the purpose for which the law or order requires. (d) The parties agree that a breach of the confidentiality obligations by Recipient shall cause immediate and irreparable monetary damage to Discloser and shall entitle Discloser to injunctive relief in addition to all other remedies.

Mutual Nondisclosure. (a) Confidential Information shall mean the (i) Licensed Products and (ii) other information of the parties when it is presented in printed, written, graphic, or photographic or other tangible form (but including information received, stored or transmitted electronically) and marked as “confidential” or “proprietary” by the disclosing party. Confidential Information also includes information of the parties, when presented in oral form, that is summarized as written minutes or notes of such oral presentations and which are marked “confidential" or “proprietary” and provided to recipient within thirty (30) days after the date of disclosure. (bA) Pursuant to this Agreement, each party (the "Discloser") Party may, from time to time, furnish the other party to this Agreement (the “Recipient”) Party with certain Confidential Information. Recipient will use at least the same care The Parties agree to avoid disclosure of such hold each other’s Confidential Information as it uses with in confidence. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its own similar confidential information which it does not wish to disclose, but such standard employees or agents in violation of care shall not be less than a reasonable standard of carethis Agreement. The Confidential Information, including any trade secret, confidential or proprietary information contained within the Confidential Information, is not to be disclosed to any persons other than the employees of Recipient. Confidential Information may, however, be disclosed to counsel and consultants of the Recipient who have a need to know and have been instructed that it is Confidential Information. Recipient shall be liable for any unauthorized use or disclosure of Discloser’s Confidential Information does not grant to the Recipient any license or rights to any trade secrets or under any patents or copyrights, except as expressly provided by Recipient’s employees, counsel or consultantsthe licenses granted in this Agreement. (cB) The nondisclosure obligations of Recipient with respect to any particular portion of Confidential Information shall terminate (or shall not attach) , as the case may be, when any of the following occurssuch information: (1i) It was in the public domain at the time of Discloser's ’s communication thereof to Recipient.; (2ii) It entered the public domain through no fault of Recipient subsequent to the time of Discloser's ’s communication thereof to Recipient.; (3iii) It was in Recipient's ’s possession free of any obligation of confidence at the time of Discloser's ’s communication thereof to Recipient; (iv) was independently developed by Recipient as demonstrated by written records; or, (v) is required to be disclosed by court or government order and Discloser has been given notice of such order. (4C) Its disclosure is required by law, valid subpoenaDiscloser understands that Recipient may develop information internally, or court or government order, provided, howeverreceive information from other Parties, that may be similar to Discloser’s information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that Recipient provides prompt notice of such required disclosure and Recipient shall have made a reasonable effort to obtain a protective order will not independently develop Product(s), for itself or other reliable assurance affording it confidential treatment and limiting its use solely for others, that compete with the purpose for which the law Product(s) or order requires. (d) systems contemplated by Discloser’s information. The parties Parties agree that a breach of the confidentiality obligations by Recipient shall cause immediate and irreparable monetary damage to Discloser and shall entitle Discloser to injunctive relief in addition to all other remedies. (D) Notwithstanding anything in this Section, the obligation to maintain secrecy as provided herein shall survive the termination of this Agreement for a period of three (3) years.