Common use of Nondisclosure Agreement Clause in Contracts

Nondisclosure Agreement. 12.1. HealthStream expressly undertakes to retain in confidence all information and know-how transmitted to HealthStream by HealthGate that HealthGate has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms and during the existence of this Agreement. HealthStream shall not disclose, disseminate or distribute any such confidential information or know how to any third party without HealthGate's prior written consent. HealthStream agrees to use the same degree of care to protect HealthGate confidential information as HealthStream takes to protect its own confidential information of like importance. However, HealthStream shall have no obligation to maintain the confidentiality of information that: 12.1.1. Is received rightfully from another party prior to its receipt from HealthGate; 12.1.2. HealthGate has disclosed to a third party without any obligation to maintain such information in confidence; or 12.1.3. Has been or is independently developed by HealthStream. 12.2. Further, HealthStream may disclose confidential information as required by governmental or judicial order, provided HealthStream gives HealthGate prompt notice of such order and complies with any confidentiality or protective order (or equivalent) imposed on such disclosure. HealthStream shall treat the terms and conditions of this Agreement as confidential; however, HealthStream may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of HealthStream's business. HealthStream's obligation under this Article 12 shall extend to the earlier of such time as the information protected hereby is in the public domain through no fault of HealthStream or five (5) years following termination or expiration of this Agreement. HealthStream shall not disclose any information on HealthGate's unannounced products to HealthStream's employees or any third party. 12.3. HealthGate shall have the same obligations in Sections 12.1 and 12.2 above with respect to HealthStream's information and know-how. In addition, HealthGate shall treat all T.NAV(R) materials (including source code if obtained) as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without HealthStream's prior written permission. 12.4. Both parties shall prepare a mutually acceptable press release, if any, to announce this Agreement.

Nondisclosure Agreement. 12.1. HealthStream expressly undertakes to retain in confidence all information and know-how transmitted to HealthStream by HealthGate Distributor that HealthGate Distributor has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms and during the existence of this Agreement. HealthStream shall not disclose, disseminate or distribute any such confidential information or know how to any third party without HealthGateDistributor's prior written consent. HealthStream agrees to use the same degree of care to protect HealthGate Distributor confidential information as HealthStream takes to protect its own confidential information of like importance. However, HealthStream shall have no obligation to maintain the confidentiality of information that: 12.1.1. Is it received rightfully from another party prior to its receipt from HealthGateDistributor; 12.1.2. HealthGate Distributor has disclosed to a third party without any obligation to maintain such information in confidence; or 12.1.3. Has has been or is independently developed by HealthStream. 12.2. Further, HealthStream may disclose confidential information as required by governmental or judicial order, provided HealthStream gives HealthGate Distributor prompt notice of such order and complies with any confidentiality or protective order (or equivalent) imposed on such disclosure. HealthStream shall treat the terms and conditions of this Agreement as confidential; however, HealthStream may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of HealthStream's business. HealthStream's obligation under this Article 12 shall extend to the earlier of such time as the information protected hereby is in the public domain through no fault of HealthStream or five (5) years following termination or expiration of this Agreement. HealthStream shall not disclose any information on HealthGateDistributor's unannounced products to HealthStream's employees or any third party. 12.3. HealthGate Distributor shall have the same obligations in Sections 12.1 and 12.2 above with respect to HealthStream's information and know-how. In addition, HealthGate Distributor shall treat all T.NAV(R) iCommerce materials (including source code if obtainedcode) as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without HealthStream's prior written permission. 12.4. Both parties shall prepare a mutually acceptable press release, if any, to announce this Agreement.

Nondisclosure Agreement. 12.113.1. HealthStream expressly undertakes to retain in confidence all information and know-how transmitted to HealthStream by HealthGate Licensor that HealthGate Licensor has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms and during the existence of this Agreement. HealthStream shall not disclose, disseminate or distribute any such confidential information or know how to any third party without HealthGateLicensor's prior written consent. HealthStream agrees to use the same degree of care to protect HealthGate Licensor confidential information as HealthStream takes to protect its own confidential information of like importance. However, HealthStream shall have no obligation to maintain the confidentiality of information that: 12.1.113.1.1. Is it received rightfully from another party prior to its receipt from HealthGateLicensor; 12.1.213.1.2. HealthGate Licensor has disclosed to a third party without any obligation to maintain such information in confidence; or 12.1.313.1.3. Has has been or is independently developed by HealthStream. 12.213.2. Further, HealthStream may disclose confidential information as required by governmental or judicial order, provided HealthStream gives HealthGate Licensor prompt notice of such order and complies with any confidentiality or protective order (or equivalent) imposed on such disclosure. HealthStream shall treat the terms and conditions of this Agreement as confidential; however, HealthStream may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of HealthStream's business. HealthStream's obligation under this Article 12 13 shall extend to the earlier of such time as the information protected hereby is in the public domain through no fault of HealthStream or five (5) years following termination or expiration of this Agreement. HealthStream shall not disclose any information on HealthGateLicensor's unannounced products to HealthStream's employees or any third party. 12.313.3. HealthGate Licensor shall have the same obligations in Sections 12.1 13.1 and 12.2 13.2 above with respect to HealthStream's information and know-how. In addition, HealthGate shall treat all T.NAV(R) materials (including source code if obtained) as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without HealthStream's prior written permission. 12.413.4. Both parties shall prepare a mutually acceptable press release, if any, to announce this Agreement.

Nondisclosure Agreement. 12.113.1. HealthStream expressly undertakes to retain in confidence all information and know-how transmitted to HealthStream by HealthGate CFCE that HealthGate CFCE has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms and during the existence of this Agreement. HealthStream shall not disclose, disseminate or distribute any such confidential information or know how to any third party without HealthGateCFCE's prior written consent. HealthStream agrees to use the same degree of care to protect HealthGate CFCE confidential information as HealthStream takes to protect its own confidential information of like importance. However, HealthStream shall have no obligation to maintain the confidentiality of information that: 12.1.113.1.1. Is it received rightfully from another party prior to its receipt from HealthGateCFCE; 12.1.213.1.2. HealthGate CFCE has disclosed to a third party without any obligation to maintain such information in confidence; or 12.1.313.1.3. Has has been or is independently developed by HealthStream. 12.213.2. Further, HealthStream may disclose confidential information as required by governmental or judicial order, provided HealthStream gives HealthGate CFCE prompt notice of such order and complies with any confidentiality or protective order (or equivalent) imposed on such disclosure. HealthStream shall treat the terms and conditions of this Agreement as confidential; however, HealthStream may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of HealthStream's business. HealthStream's obligation under this Article 12 shall extend to the earlier of such time as the information protected hereby is in the public domain through no fault of HealthStream or five (5) years following termination or expiration of this Agreement. HealthStream shall not disclose any information on HealthGateCFCE's unannounced products to HealthStream's employees or any third party. 12.313.3. HealthGate CFCE shall have the same obligations in Sections 12.1 11.1 and 12.2 11.2 above with respect to HealthStream's information and know-how. In addition, HealthGate shall treat all T.NAV(R) materials (including source code if obtained) as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without HealthStream's prior written permission. 12.413.4. Both parties shall prepare a mutually acceptable press release, if any, to announce this Agreement.