Common use of Non-Disclosure Obligations Clause in Contracts

Non-Disclosure Obligations. It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose its Confidential Information to the other, as well as to KO/XXX Distributors. Each Party agrees that any such Confidential Information (a) will be used solely as provided by the terms and conditions of this Agreement, (b) is intended solely for the information and assistance of the other Party and/or the KO/XXX Distributors in the performance of such Party’s obligations or exercise of such Party’s rights under this Agreement and is not to be otherwise disclosed, (c) may be disclosed by either Party to its professional advisers for the purposes of taking professional advice, subject to appropriate obligations of professional confidentiality, and (d) may be disclosed as required by applicable law or an order by a Governmental Entity or any requirements of stock market or exchange or other regulatory body having competent jurisdiction; provided, except where permitted by law, the recipient will give the disclosing Party reasonable advance notice of such required disclosure, and will reasonably cooperate with the disclosing Party, in order to allow the disclosing Party an opportunity to oppose, or limit the disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information required to be disclosed; provided, further, that if disclosure is ultimately required, the recipient will furnish only that portion of the Confidential Information which, based upon advice of legal counsel, the recipient is required to disclose in compliance with any such requirement. Each Party will use its Best Efforts to protect the confidentiality of the other Party’s Confidential Information, which efforts shall be at least as extensive as the measures such Party uses to protect its own similar Confidential Information.

Non-Disclosure Obligations. It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose its Confidential Information to the other, as well as to KO/XXX MEC Distributors. Each Party agrees that any such Confidential Information (a) will be used solely as provided by the terms and conditions of this Agreement, (b) is intended solely for the information and assistance of the other Party and/or the KO/XXX MEC Distributors in the performance of such Party’s obligations or exercise of such Party’s rights under this Agreement and is not to be otherwise disclosed, (c) may be disclosed by either Party to its professional advisers for the purposes of taking professional advice, subject to appropriate obligations of professional confidentiality, and (d) may be disclosed as required by applicable law or an order by a Governmental Entity or any requirements of stock market or exchange or other regulatory body having competent jurisdiction; provided, except where permitted by law, the recipient will give the disclosing Party reasonable advance notice of such required disclosure, and will reasonably cooperate with the disclosing Party, in order to allow the disclosing Party an opportunity to oppose, or limit the disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information required to be disclosed; provided, further, that if disclosure is ultimately required, the recipient will furnish only that portion of the Confidential Information which, based upon advice of legal counsel, the recipient is required to disclose in compliance with any such requirement. Each Party will use its Best Efforts to protect the confidentiality of the other Party’s Confidential Information, which efforts shall be at least as extensive as the measures such Party uses to protect its own similar Confidential Information.

Non-Disclosure Obligations. It is contemplated that Each party agrees: (i) not to use or disclose Confidential Information except to the extent reasonably necessary to perform its obligations or exercise rights under this Agreement or as directed by the disclosing party; (ii) to protect the confidentiality of Confidential Information in the course same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information; and (iii) to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors or service providers who have a need to use such information provided such use is only to facilitate the performance of their services in connection with the performance of this Agreement each Party mayAgreement. Notwithstanding the foregoing, from time to time, disclose its this Section will not prohibit the disclosure of Confidential Information to the other, as well as to KO/XXX Distributors. Each Party agrees extent that any such Confidential Information (a) will be used solely as provided by the terms and conditions of this Agreement, (b) disclosure is intended solely for the information and assistance of the other Party and/or the KO/XXX Distributors in the performance of such Party’s obligations or exercise of such Party’s rights under this Agreement and is not to be otherwise disclosed, (c) may be disclosed by either Party to its professional advisers for the purposes of taking professional advice, subject to appropriate obligations of professional confidentiality, and (d) may be disclosed as required by applicable law or an law, court order by a Governmental Entity or any requirements of stock market or exchange or other regulatory body having competent jurisdictiongovernmental authority or regulation; provided, except where permitted by law, however: (i) the recipient will give the disclosing Party reasonable advance notice of such required disclosure, and will reasonably Receiving party shall cooperate with the disclosing Disclosing Party, at Disclosing Party’s sole cost, in obtaining a protective order or other appropriate remedy with respect to allow the disclosing Disclosing Party’s confidential information; and (ii) the Receiving Party an opportunity shall furnish and limit disclosure to oppose, or limit the disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information required to be disclosed; provided, further, that if disclosure is ultimately required, the recipient will furnish only that portion of the Confidential Information which, based upon advice of legal counsel, the recipient which is required to disclose in compliance with any such requirement. Each Party will use its Best Efforts to protect the confidentiality of the other Party’s Confidential Information, which efforts shall be at least as extensive as the measures such Party uses to protect its own similar Confidential Informationrequired.

Non-Disclosure Obligations. It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose its Confidential Information to the other, as well as to KO/XXX MEC Distributors. Each Party agrees that any such Confidential Information (a) will be used solely as provided by the terms and conditions of this Agreement, (b) is intended solely for the information and assistance of the other Party and/or the KO/XXX MEC Distributors in the performance of such Party’s obligations or exercise of such Party’s rights under this Agreement and is not to be otherwise disclosed, (c) may be disclosed by either Party to its professional advisers for the purposes of taking professional advice, subject to appropriate obligations of professional confidentiality, and (d) may be disclosed as required by applicable law or an order by a Governmental Entity or any requirements of stock market or exchange or other regulatory body having competent jurisdiction; provided, except where permitted prohibited by law, the recipient will give the disclosing Party reasonable advance notice of such required disclosure, and will reasonably cooperate with the disclosing Party, in order to allow the disclosing Party an opportunity to oppose, or limit the disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information required to be disclosed; provided, further, that if disclosure is ultimately required, the recipient will furnish only that portion of the Confidential Information which, based upon advice of legal counsel, the recipient is required to disclose in compliance with any such requirement. Each Party will use its Best Efforts to protect the confidentiality of the other Party’s Confidential Information, which efforts shall be at least as extensive as the measures such Party uses to protect its own similar Confidential Information.

Non-Disclosure Obligations. It is contemplated that in (a) Except as otherwise provided herein, during the course Marketing Collaboration Term and/or Supply Term and for a period of ten (10) years after the end of the performance latter of this Agreement the Marketing Collaboration Term or the Supply Term thereafter, each Party may, from time to timeshall maintain in confidence all Confidential Information, disclose its Confidential Information to the other, as well as to KO/XXX Distributors. Each Party agrees that any such Confidential Information (a) will be used solely only on a “need to know” basis as provided by necessary to carry out the terms responsibilities and conditions obligations of this Agreement, and use such Confidential Information disclosed by the other Party only for the Purpose of this Agreement, provided that trade secrets shall be maintained in perpetuity. (b) The obligation not to disclose or use Confidential Information will not apply to any Confidential Information that: (a) is or becomes patented, published or otherwise part of the public domain other than by acts of the Party obligated not to disclose such information by this Agreement; (b) is intended solely for disclosed to the receiving Party by a third party, provided such information and assistance of was not obtained by such third party directly or indirectly from the other Party and/or the KO/XXX Distributors in the performance of such Party’s obligations or exercise of such Party’s rights under this Agreement and is not to be otherwise disclosed, on a confidential basis; (c) may be disclosed by either was already in the possession of the receiving Party prior to its professional advisers for disclosure under this Agreement, provided such information was not obtained directly or indirectly from the purposes other Party in anticipation of taking professional advice, subject to appropriate obligations of professional confidentiality, and this Agreement; or (d) may be disclosed as required is independently discovered or developed by applicable law the receiving Party and without the use of, or an order by a Governmental Entity access, reliance or any requirements of stock market or exchange or other regulatory body having competent jurisdiction; provided, except where permitted by lawreference to, the recipient will give the disclosing Party reasonable advance notice of such required disclosure, and will reasonably cooperate with the disclosing Party, in order to allow the disclosing Party an opportunity to oppose, or limit the disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information required to be disclosed; provided, further, that if disclosure is ultimately required, the recipient will furnish only that portion of the Confidential Information which, based upon advice of legal counsel, the recipient is required to disclose in compliance with any such requirement. Each Party will use its Best Efforts to protect the confidentiality of the other Party’s Confidential Information, which efforts as can be documented by contemporaneously written records. (c) If Confidential Information is required to be disclosed by any judicial order or decree or any governmental law or regulation, an appropriate and timely notice thereof shall be at least given by the Party required to disclose Confidential Information to the other Party so as extensive as to allow the measures other party the opportunity to obtain appropriate protection from the relevant governmental or judicial entity if such Party uses Confidential Information relates to protect its own similar Confidential Informationthe other Party. The Parties acknowledge that the filing of the Agreement with the U.S. Securities and Exchange Commission may be required in connection with any public offering of securities by either Party, and the Parties hereby consent thereto.

Non-Disclosure Obligations. It is contemplated that in the course of the performance of this Agreement each Party may, from time to time, disclose its Confidential Information to the other, as well as to KO/XXX Distributors. Each Party agrees that any such Confidential Information (a) will be used solely as provided by the terms and conditions of this Agreement, (b) is intended solely for the information and assistance of the other Party and/or the KO/XXX Distributors in the performance of such Party’s obligations or exercise of such Party’s rights under this Agreement and is not to be otherwise disclosed, (c) may be disclosed by either Party to its professional advisers for the purposes of taking professional advice, subject to appropriate obligations of professional confidentiality, and (d) may be disclosed as required by applicable law or an order by a Governmental Entity or any requirements of stock market or exchange or other regulatory body having competent jurisdiction; provided, except where permitted prohibited by law, the recipient will give the disclosing Party reasonable advance notice of such required disclosure, and will reasonably cooperate with the disclosing Party, in order to allow the disclosing Party an opportunity to oppose, or limit the disclosure of the Confidential Information or otherwise secure confidential treatment of the Confidential Information required to be disclosed; provided, further, that if disclosure is ultimately required, the recipient will furnish only that portion of the Confidential Information which, based upon advice of legal counsel, the recipient is required to disclose in compliance with any such requirement. Each Party will use its Best Efforts to protect the confidentiality of the other Party’s Confidential Information, which efforts shall be at least as extensive as the measures such Party uses to protect its own similar Confidential Information.