Common use of No Disclosure or Use of Confidential Information Clause in Contracts

No Disclosure or Use of Confidential Information. 4.1 The Receiving Party shall limit the use of the Confidential Information to evaluating or furthering the Business Purpose with the Disclosing Party. The Receiving Party shall keep in strictest confidence and trust all Confidential Information of the Disclosing Party and shall not disclose any such Confidential Information to any other entity or person or use any such Confidential Information, except for the limited purpose of evaluating or furthering the Business Purpose with the Disclosing Party, without the express written consent of the Disclosing Party. The Receiving Party shall take all reasonable safeguards to prevent disclosure of the Confidential Information and shall not, and shall not permit any Related Party to, photocopy, transcribe, publish, or otherwise reproduce any of the Confidential Information, except with the express written consent of the Disclosing Party. 4.2 The Receiving Party shall not use any Confidential Information for the purpose of directly competing in any of the business activities of the Disclosing Party. 4.3 The Receiving Party shall disclose the Confidential Information to Related Parties on a need-to-know basis only. The Receiving Party shall inform all Related Parties who have access to the Confidential Information that such Confidential Information is confidential and proprietary to the Disclosing Party and shall require or have required each such Related Party to execute a confidentiality agreement that contains restrictions at least as strict as those set forth herein. The Receiving Party shall be liable and indemnify the Disclosing Party for any unauthorized disclosure by Related Parties. 4.4 The obligations of the Receiving Party as stated in the preceding paragraphs of this Section 3 shall not apply to Confidential Information: (i) which is or becomes generally known or available to the public through no wrongful or negligent act of the Receiving Party; or (ii) which is disclosed pursuant to a Court order or as required by an agency of the United States Government under applicable laws and regulations; provided, however, that in such event the Receiving Party shall legally resist disclosing the Confidential Information and shall notify the Disclosing Party of such disclosure in writing not less than twenty-one (21) days in advance of any disclosure or planned disclosure. Notwithstanding the foregoing, Confidential Information shall not be deemed to be in the public domain merely because any part thereof is embodied in a product or because individual features, components or combinations thereof are now or become known to the public.

No Disclosure or Use of Confidential Information. 4.1 The Receiving Recipient understands and agrees, except as otherwise provided in this Agreement (i) to use the Confidential Information only for the purpose of evaluating the Transaction, (ii) not to use any Confidential Information for Recipient’s own commercial benefit or for any purpose except in accordance with the terms of this Agreement, and (iii) not disclose or permit disclosure of any of the Confidential Information to any third party without the Disclosing Party’s prior written approval. Subject to any subsequent agreements entered into as part of the Transaction, Recipient shall: a) not, and shall not attempt to, modify, decompile, disassemble, reverse engineer or emulate the functionality and/or create derivative works of any software or products of the Disclosing Party or its affiliates with respect to which Information is shared with Recipient; b) not make copies, photocopies, facsimiles or other reproductions of any of the Confidential Information; c) not remove any notice on or in any Information of the Disclosing Party or remove any trademark, trade name, logo, or notice affixed to such Information; d) take all reasonable measures to protect the secrecy of the Confidential Information and to avoid disclosure or use of the Confidential Information to prevent it from falling into the public domain or into the possession of persons other than those persons authorized hereunder to have such information. Such measures shall limit require the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature, and shall be no less than reasonable care; e) notify the Disclosing Party in writing of any misuse or misappropriation of Confidential Information which comes to Recipient’s attention; f) notify the Disclosing Party if disclosure of Confidential Information by Recipient is necessary to comply with the requirements of any law, government order, regulation or legal process prior to such disclosure and at the Disclosing Party’s request use best efforts to seek an appropriate protective order in connection with such legal process and, if unsuccessful, to use best efforts to assure that confidential treatment will be granted to the disclosed Confidential Information; and g) reimburse, indemnify and hold harmless the Disclosing Party and its affiliates, employees, investment bankers, legal counsel and other agents and representatives from any damage, loss or expense incurred as a result of the use of the Confidential Information to evaluating by Recipient and its representatives or furthering the Business Purpose with the Disclosing Party. The Receiving Party shall keep in strictest confidence and trust all Confidential Information of the Disclosing Party and shall not disclose any such Confidential Information to any other entity or person or use any such Confidential Information, except for the limited purpose of evaluating or furthering the Business Purpose with the Disclosing Party, without the express written consent of the Disclosing Party. The Receiving Party shall take all reasonable safeguards to prevent disclosure of the Confidential Information and shall not, and shall not permit any Related Party to, photocopy, transcribe, publish, or otherwise reproduce any of the Confidential Information, except with the express written consent of the Disclosing Party. 4.2 The Receiving Party shall not use any Confidential Information for the purpose of directly competing in any of the business activities of the Disclosing Party. 4.3 The Receiving Party shall disclose the Confidential Information to Related Parties on a need-to-know basis only. The Receiving Party shall inform all Related Parties who have access recipients contrary to the Confidential Information that such Confidential Information is confidential and proprietary to the Disclosing Party and shall require or have required each such Related Party to execute a confidentiality agreement that contains restrictions at least as strict as those set forth herein. The Receiving Party shall be liable and indemnify the Disclosing Party for any unauthorized disclosure by Related Parties. 4.4 The obligations of the Receiving Party as stated in the preceding paragraphs terms of this Section 3 shall not apply to Confidential Information: (i) which is or becomes generally known or available to the public through no wrongful or negligent act of the Receiving Party; or (ii) which is disclosed pursuant to a Court order or as required by an agency of the United States Government under applicable laws and regulations; provided, however, that in such event the Receiving Party shall legally resist disclosing the Confidential Information and shall notify the Disclosing Party of such disclosure in writing not less than twenty-one (21) days in advance of any disclosure or planned disclosure. Notwithstanding the foregoing, Confidential Information shall not be deemed to be in the public domain merely because any part thereof is embodied in a product or because individual features, components or combinations thereof are now or become known to the publicAgreement.

No Disclosure or Use of Confidential Information. 4.1 The 2.1. Receiving Party agrees that it shall limit maintain the use of the Confidential Information to evaluating or furthering the Business Purpose with the Disclosing Party. The Receiving Party shall keep in strictest confidence and trust all Confidential Information of the Disclosing Party in confidence and limit its use thereof to the purpose or purposes specified in Appendix A using at least the same degree of care as it employs with respect to its own confidential information. Receiving Party agrees that it shall not disclose any such use the Confidential Information except as expressly authorized in this Agreement and that it will protect the Confidential Information from disclosure to any other entity party. 2.2. Receiving Party shall not permit any Related Party to, photocopy, transcribe, or person or use otherwise reproduce any such of the Confidential Information, except for purposes other than the limited purpose of evaluating or furthering the Business Purpose with the Disclosing Partypurposes specified in Appendix A, without the express written consent of the Disclosing Party. The Receiving Party shall take all reasonable safeguards to prevent disclosure of the Confidential Information and shall not, and shall not permit any Related Party to, photocopy, transcribe, publish, or otherwise reproduce any of the Confidential Information, except with the express written consent of the Disclosing Party. 4.2 The Receiving Party shall not use any Confidential Information for the purpose of directly competing in any of the business activities of the Disclosing Party. 4.3 The Receiving Party shall disclose the Confidential Information to Related Parties on a need-to-know "need to know" basis only. The Receiving Party shall inform all Related Parties who have access to the Confidential Information that such Confidential Information is confidential and proprietary to Disclosing Party. Each Related Party who has access to the Confidential Information shall be informed of the terms and conditions of this Agreement and shall agree to comply with the same prior to being granted access to the Confidential Information by Receiving Party. Disclosing Party shall affix, or shall cause to be fixed to its respective Confidential Information, appropriate legends, notices or warnings to all physical expressions of the Confidential Information describing Disclosing Party’s respective proprietary rights thereto. Receiving Party shall not remove any proprietary, copyright, trade secret or other legends, notices or warnings from any form of the Confidential Information. Receiving Party, at the written request of Disclosing Party and shall require at Disclosing Party’s expense, will add to the Confidential Information or have required each modify any proprietary, copyright, trade secret or other legends, notices or warnings which Disclosing Party deems necessary to protect its intellectual property rights. Receiving Party shall: 2.2.1. notify Disclosing Party immediately of any unauthorized possession, use or knowledge of the Confidential Information; 2.2.2. promptly furnish full details of such Related possession, use or knowledge to Disclosing Party; and 2.2.3. cooperate with Disclosing Party in any litigation against third parties as may be deemed necessary by Disclosing Party to execute a confidentiality agreement that contains restrictions at least as strict as those set forth herein. The Receiving Party shall be liable and indemnify protect its proprietary rights in the Disclosing Party for any unauthorized disclosure by Related PartiesConfidential Information. 4.4 2.3. The obligations of the Receiving Party as stated in the preceding paragraphs of this Section 3 2 shall not apply to Confidential Information: (i) which is : 2.3.1. already known by or becomes available to Receiving Party or a Related Party at the time of disclosure, as evidenced and verified by prior tangible evidence; 2.3.2. generally known or available to the public through no wrongful public, or negligent act which may later become generally known or available to the public, except where such knowledge or availability is the result of an unauthorized disclosure by Receiving Party or a Related Party; 2.3.3. disclosed to Receiving Party or a Related Party without a similar restriction by a third party who has the right to make such disclosure; or 2.3.4. required to be disclosed by Receiving Party; Party or (ii) which is disclosed pursuant to by a Court Related Party by law, regulation, court order or as required by an agency of the United States Government under applicable laws and regulationsother legal process; provided, however, that in such event the Receiving Party shall legally resist disclosing the Confidential Information and shall notify the Disclosing Party of such disclosure in writing not less than twenty-one (21) days in advance of any disclosure or planned disclosure. Notwithstanding the foregoing, Confidential Information shall not be deemed to be in the public domain merely because any part thereof is embodied in a product or because individual features, components or combinations thereof are now or become known to the public.