Common use of Non-Use; Non-Disclosure Clause in Contracts

Non-Use; Non-Disclosure. 5.3.1. The Receiving Party shall not use any Confidential Information of the Disclosing Party, except for the purposes of performance of this Agreement (the “Purpose”) and shall take all reasonable measures (and at least those measures that the Receiving Party applies to protect its own Confidential Information, (but in no event less than reasonable care) to: (i) protect the secrecy of the Disclosing Party’s Confidential Information, and (ii) avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Except as expressly approved in writing by the Disclosing Party, the Receiving Party agrees not to disclose any Confidential Information to third parties and shall only forward or otherwise disseminate copies of Confidential Information, in whole or in part, to persons within the Receiving Party’s organization (including Affiliates) who have a "need-to-know" for the Purpose and who are subject to a duty of confidentiality with respect to such information that is no less restrictive than the provisions of this Section. If the Receiving Party makes copies of Confidential Information, it shall not remove or obstruct any copyright or other proprietary notices include therein. 5.3.2. A disclosure of Confidential Information by the Receiving Party (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party disclosing such information shall provide prompt written notice in advance thereof to the other Party to enable it to seek a protective order or otherwise prevent such disclosure.

Non-Use; Non-Disclosure. 5.3.1. The Receiving Party shall not use any Confidential Information of the Disclosing Party, except for the purposes of performance of this Agreement (the “Purpose”) and shall take all reasonable measures (and at least those measures that the Receiving Party applies to protect its own Confidential InformationInformation , (but in no event less than reasonable care) to: (i) protect the secrecy of the Disclosing Party’s Confidential Information, and (ii) avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Except as expressly approved in writing by the Disclosing Party, the Receiving Party agrees not to disclose any Confidential Information to third parties and shall only forward or otherwise disseminate copies of Confidential Information, in whole or in part, to persons within the Receiving R eceiving Party’s organization (including Affiliates) who have a "need-to-know" for the Purpose and who are subject to a duty of confidentiality with respect to such information that is no less restrictive re strictive than the provisions of this SectionSection . If the Receiving Party makes copies of Confidential Information, it shall not remove or obstruct any copyright or other proprietary notices include therein. 5.3.2. A disclosure of Confidential Information by the Receiving Re ceiving Party (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party disclosing disclosi ng such information shall provide prompt written notice in advance thereof to the other Party to enable it to seek a protective order or otherwise prevent such disclosure.

Non-Use; Non-Disclosure. 5.3.1. The Receiving Party shall not use any Confidential Information of the Disclosing Party, except for the purposes of performance of this Agreement (the “Purpose”) and shall take all reasonable measures (and at least those measures that the Receiving Party applies to protect its own Confidential Information, (but in no event less than reasonable care) to: (i) protect the secrecy of the Disclosing Party’s Confidential Information, and (ii) avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Except as expressly approved in writing by the Disclosing Party, the Receiving Party agrees not to disclose any Confidential Information to third parties and shall only forward or otherwise disseminate copies of Confidential Information, in whole or in part, to persons within the Receiving R eceiving Party’s organization (including Affiliates) who have a "need-to-know" for the Purpose and who are subject to a duty of confidentiality with respect to such information that is no less restrictive restricti ve than the provisions of this SectionSection . If the Receiving Party makes copies of Confidential Information, it shall not remove or obstruct any copyright or other proprietary notices include therein. 5.3.2. A disclosure of Confidential Information by the Receiving Party (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party disclosing such suc h information shall provide prompt written notice in advance thereof to the other Party to enable it to seek a protective order or otherwise prevent such disclosure.

Non-Use; Non-Disclosure. 5.3.1. The Receiving Party shall not use any Confidential Information of the Disclosing Party, except for the purposes of performance of this Agreement (the “Purpose”) and shall take all reasonable measures (and at least those measures that the Receiving Party applies to protect its own Confidential InformationInformation , (but in no event less than reasonable care) to: (i) protect the secrecy of the Disclosing Party’s Confidential Information, and (ii) avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Except as expressly approved in writing by the Disclosing Party, the Receiving Party agrees not to disclose any Confidential Information to third parties and shall only forward or otherwise disseminate copies of Confidential Information, in whole or in part, to persons within the Receiving R eceiving Party’s organization (including Affiliates) who have a "need-to-know" for the Purpose and who are subject to a duty of confidentiality with respect to such information that is no less restrictive than the provisions of this Section. If the Receiving Party makes copies of Confidential Information, it shall not remove or obstruct any copyright or other proprietary notices include therein. 5.3.2. A disclosure of Confidential Information by the Receiving Party (ii ) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party disclosing such suc h information shall provide prompt written notice in advance thereof to the other Party to enable it to seek a protective order or otherwise prevent such disclosure.

Non-Use; Non-Disclosure. 5.3.1. The Receiving Party shall not use any Confidential Information of the Disclosing Party, except for the purposes of performance of this Agreement (the “Purpose”) and shall take all reasonable measures (and at least those measures that the Receiving Party applies to protect its own Confidential Information, (but in no event less than reasonable care) to: : (i) protect the secrecy of the Disclosing Party’s Confidential Information, and (ii) avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Except as expressly approved in writing by the Disclosing Party, the Receiving Party agrees not to disclose any Confidential Information to third parties and shall only forward or otherwise disseminate copies of Confidential Information, in whole or in part, to persons within the Receiving Party’s organization (including Affiliates) who have a "need-to-know" for the Purpose and who are subject to a duty of confidentiality with respect to such information that is no less restrictive than the provisions of this Section. If the Receiving Party makes copies of Confidential Information, it shall not remove or obstruct any copyright or other proprietary notices include therein. 5.3.2. A disclosure of Confidential Information by the Receiving Party (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party disclosing such information shall provide prompt written notice in advance thereof to the other Party to enable it to seek a protective order or otherwise prevent such disclosure.