Common use of Nondisclosure and Nonuse Obligations Clause in Contracts

Nondisclosure and Nonuse Obligations. Recipient shall refrain from using any and all Confidential Information of the Discloser for any purposes or activities other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall assist Discloser in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.

Nondisclosure and Nonuse Obligations. During the Term of this Agreement and for five additional years after its termination, Recipient agrees that Recipient will not use, disseminate, or in any way disclose any Confidential Information to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of the Alliance or Member and for any other purpose Discloser may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without the prior written approval of the Alliance. Recipient agrees that Recipient shall refrain from using any and treat all Confidential Information of Discloser with the Discloser for any purposes or activities other same degree of care as Recipient accords to Recipient’s own Confidential Information, but in no case less than those specifically authorized in this Agreementreasonable care. Except as otherwise specifically permitted herein or pursuant to written permission of the DiscloserIf Recipient is not an individual, Recipient agrees that Recipient shall disclose Discloser’s Confidential Information of Discloser only to those of Recipient’s employees, consultants, Affiliates, and contractors employees or consultants who need to know such information. Recipient information and certifies that each such employee, consultant, Affiliate and contractor will employees or consultants have previously agreed, either as a condition to of employment or in order to obtain Discloser’s the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall will immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s the Confidential Information. Recipient shall agrees to assist Discloser Dislcoser in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.

Nondisclosure and Nonuse Obligations. Each undersigned party (the “Recipient”) understands that the other party (the “Discloser”) has disclosed or may disclose Confidential Information to the Recipient. Each of the parties, as Recipient, agrees that such Recipient will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such Discloser, and for any other purpose such Discloser may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, agrees that such Recipient shall refrain from using any and treat all Confidential Information of the Discloser for any purposes or activities other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own similar Confidential Information, but in no case less than those specifically authorized in this Agreementreasonable care. Except as otherwise specifically permitted herein or pursuant to written permission Each of the Discloserparties, as Recipient, which is not an individual agrees that such Recipient shall disclose Discloser’s Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees, consultants, Affiliates, and contractors employees who need to know such information. , and such Recipient certifies that each such employee, consultant, Affiliate and contractor will Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Recipient shall treat all Each of Discloser’s Confidential Information with the same degree of care parties, as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall immediately give notice to Discloser the other party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall Each of the parties, as Recipient, agrees to assist Discloser the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.

Nondisclosure and Nonuse Obligations. Recipient will not use, disseminate, or in any way disclose any of Discloser’s Confidential Information to any person, firm or business, except to the extent necessary for the purpose described above the signatures to this Agreement (the “Purpose”). Furthermore, neither party may disclose the existence of any negotiations, discussions or consultations in progress between the parties to any form of public media without the prior written approval of the other party. Recipient shall refrain from using any and treat all of Discloser’s Confidential Information with the same degree of the Discloser for any purposes or activities other care as Recipient accords to Recipient’s own Confidential Information, but not less than those specifically authorized in this Agreementreasonable care. Except as otherwise specifically permitted herein or pursuant to written permission of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, consultants and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate consultant and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall assist Discloser in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.

Nondisclosure and Nonuse Obligations. Recipient shall refrain from using not use, disseminate, or in any and all way disclose the Confidential Information of the Discloser for at any purposes time except in furtherance of the transactions contemplated under the Loan Documents. Further, Recipient shall not disclose the existence of this Agreement or activities any other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to Loan Document without the prior written permission consent of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Informationconfidential information, but not less than reasonable care. Recipient shall maintain the Confidential Information of the Discloser in confidence, and shall not disclose the Confidential Information of the Discloser to any third party. Recipient shall disclose Confidential Information only to those of its employees, Affiliates, directors, consultants or agents (collectively, “Representatives”) who have a need to know such information and assist Recipient with respect to the transactions contemplated under the Loan Documents. Recipient certifies that each such Representative will have agreed, either as a condition of employment (as applicable) or in order to obtain the Confidential Information, to be under an obligation to Recipient to be bound by terms and conditions no less restrictive than those terms and conditions applicable to Recipient under this Agreement. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s the Confidential Information. Recipient shall assist Discloser Discloser, at Recipient’s expense, in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information. In addition, Recipient shall not undertake, nor assist be liable to Discloser for any third party in undertaking, breach of the confidentiality or use obligations hereunder by Recipient or any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method Representative of operation or method of manufacture, Recipient. A disclosure of any Products, prototypes, software, samples Confidential Information (a) in response to a valid order by a court or other tangible objects Governmental Authority or materials which embody Discloser’s Confidential Information and which are provided (b) as otherwise required by Applicable Law shall not be considered to Recipient hereunder. The existence and terms be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however that Recipient shall be provide prompt prior written notice thereof to Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure. The burden of establishing the Confidential Information existence of both partiessuch exclusions rests with the Recipient.

Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to ACME Corp., whether or not in written form. The parties agree that Confidential Information constituting a trade secret shall remain subject to the confidentiality obligations of this Agreement for so long as such Confidential Information qualifies as a trade secret under applicable law. Recipient agrees that Recipient shall refrain from using any and treat all Confidential Information of the Discloser for any purposes or activities other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information ACME Corp. with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to Recipient’s protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential InformationInformation only to those of its employees who need to know such information, but not less than reasonable careand certifies that such employees have previously signed a copy of this Agreement. Recipient shall immediately give be liable for any breach of this Agreement by its employees or representatives. Each party shall have the right to, upon reasonable prior written notice and at reasonable times during regular business hours, audit the other party to Discloser assure compliance with the terms and conditions of any unauthorized use or disclosure of Discloser’s Confidential Informationthis Agreement. Recipient shall assist Discloser If the audit reveals that a party is not performing in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain material compliance with the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement, then, in addition to any other legal and equitable rights and remedies available, the party not in compliance shall reimburse the other for the reasonable costs of the audit. ​ This Agreement may not be assigned by either party without first obtaining the other party's express written consent, which consent shall not be unreasonably withheld; provided, however, that Dealer may assign this Agreement, without obtaining Vendor's express written consent, to (a) a successor corporation resulting from a merger, consolidation, or non-bankruptcy consolidation or to a purchaser of all or substantially all of assets or a majority, or controlling interest in Dealer's voting stock, provided that the Confidential Information purchaser's net worth at the time of both parties.purchase is equal to or ​

Nondisclosure and Nonuse Obligations. Recipient shall refrain from using any and all Confidential Information of During the Discloser for any purposes or activities other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the DiscloserTerm, Recipient shall disclose Discloser’s keep the Confidential Information only confidential, not disseminate it or in any way disclose it to those of Recipient’s employees, consultants, Affiliatesany third party, and contractors who not use it for anything other than the Purpose. Notwithstanding the foregoing, Recipient may disclose Confidential Information to its Representatives, to the extent that such Representatives have a need to know such information. Recipient certifies that information in connection with the Purpose, but only after each such employee, consultant, Affiliate Person shall have been informed of the confidential and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all proprietary nature of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall assist Discloser in remedying any cause each such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts Representative to reverse engineer, disassemble, decompile or ascertain so comply with the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement and Recipient shall be responsible for the disclosure or use of the Confidential Information or other actions or inactions regarding the Confidential Information taken or omitted to be taken by its Representatives in violation of this Agreement as if such Representatives were parties to this Agreement. Recipient agrees Discloser shall have no responsibility or liability to Recipient or any of Recipient’s Representatives or other Persons or parties acting under or through Recipient resulting from the selection or use of the Confidential Information by Recipient or such other Persons or parties acting under or through Recipient (including, without limitation, such selection or use as Recipient or Recipient's Representatives may deem necessary in order to determine whether to consummate an investment or transaction). RECIPIENT AND RECIPIENT'S REPRESENTATIVES RELEASE DISCLOSER AND ITS REPRESENTATIVES FROM ANY LIABILITY WHATSOEVER WITH RESPECT TO THE SELECTION, USE OF OR RELIANCE UPON THE CONFIDENTIAL INFORMATION BY RECIPIENT OR ITS REPRESENTATIVES. To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work-product doctrine, or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties hereto recognize and agree that they have a commonality of interest with respect to such matters, and it is the desire, intention and mutual understanding of both partiesparties that the disclosure of such Confidential Information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work-product doctrine, or any other applicable privilege. All Confidential Information disclosed by Discloser that is entitled to protection under the attorney-client privilege, work-product doctrine, or any other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and under the joint defense doctrine.

Nondisclosure and Nonuse Obligations. During the Term of this Agreement and for five additional years after its termination, Recipient agrees that Recipient will not use, disseminate, or in any way disclose any Confidential Information to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of the Alliance or Member and for any other purpose Discloser may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without the prior written approval of the Alliance. Recipient agrees that Recipient shall refrain from using any and treat all Confidential Information of Discloser with the Discloser for any purposes or activities other same degree of care as Recipient accords to Recipient’s own Confidential Information, but in no case less than those specifically authorized in this Agreementreasonable care. Except as otherwise specifically permitted herein or pursuant to written permission of the DiscloserIf Recipient is not an individual, Recipient agrees that Recipient shall disclose Discloser’s Confidential Information of Discloser only to those of Recipient’s employees, consultants, Affiliates, and contractors employees or consultants who need to know such information. Recipient information and certifies that each such employee, consultant, Affiliate and contractor will employees or consultants have previously agreed, either as a condition to of employment or in order to obtain Discloser’s the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall will immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s the Confidential Information. Recipient shall agrees to assist Discloser in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.