Common use of Nondisclosure and Confidentiality Obligations Clause in Contracts

Nondisclosure and Confidentiality Obligations. Receiving Party agrees that it will and will require its directors, officers, employees, agents and advisors to: (a) hold Disclosing Party’s Information in strict confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Information of Disclosing Party to any third party without Disclosing Party’s prior written consent, except as expressly permitted under this Agreement; and (c) limit access to Disclosing Party’s Information to those of its employees or agents having a need to know for purposes of performance hereunder who are bound by confidentiality obligations at least as restrictive as those set forth herein. Any trade secrets of a Party will also be entitled to all of the protections and benefits under the Defend Trade Secrets Act (18 U.S.C 90), and any other like state laws or regulations, as applicable. Notwithstanding the foregoing, Receiving Party may make disclosures as required by a court of law or any governmental entity or agency, provided that Receiving Party provides Disclosing Party with reasonable prior notice to allow Disclosing Party to seek confidential treatment of such Information through a protective order or otherwise. Receiving Party shall, at the expense of Disclosing Party, provide Disclosing Party with any reasonable assistance requested, and shall not oppose actions by Disclosing Party to assure confidential treatment. If Disclosing Party is unable to obtain such protective order or other appropriate remedy, Receiving Party will furnish only that portion of the Information which it is legally required to furnish. Any disclosure of Confidential Information pursuant to this Section 4.2 shall not affect or lessen Receiving Party’s obligations hereunder.

Nondisclosure and Confidentiality Obligations. Receiving Party Recipient agrees that it will and will require its directors, officers, employees, agents and advisors to: (a) hold Disclosing PartyDiscloser’s Information in strict confidence using the same standard of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose the Information of Disclosing Party Discloser to any third party without Disclosing PartyDiscloser’s prior written consent, except as expressly permitted under this Agreement; and (c) limit access to Disclosing PartyDiscloser’s Information to those of its employees or agents having a need to know for purposes of performance hereunder who are bound by confidentiality obligations at least as restrictive as those set forth herein. Any trade secrets of a Party will also be entitled to all of the protections and benefits under the Defend Trade Secrets Act (18 U.S.C 90), and any other like state laws or regulations, as applicable. Notwithstanding the foregoing, Receiving Party Recipient may make disclosures as required by a court of law or any governmental entity or agency, provided that Receiving Party Recipient provides Disclosing Party Discloser with reasonable prior notice to allow Disclosing Party Discloser to seek confidential treatment of such Information through a protective order or otherwise. Receiving Party Recipient shall, at the expense of Disclosing PartyDiscloser, provide Disclosing Party Discloser with any reasonable assistance requested, and shall not oppose actions by Disclosing Party Discloser to assure confidential treatment. If Disclosing Party Discloser is unable to obtain such protective order or other appropriate remedy, Receiving Party Recipient will furnish only that portion of the Information which it is legally required to furnish. Any disclosure of Confidential Information pursuant to this Section 4.2 shall not affect or lessen Receiving PartyRecipient’s obligations hereunder.