Common use of Nondisclosure and Nonuse Clause in Contracts

Nondisclosure and Nonuse. 8.2.1 Subject to the Georgia Open Records Act the receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations under this Agreement. Further, the receiving party shall not, without the disclosing party’s prior written permission use Confidential Information for purposes other than internal evaluation for so long as the Confidential Information must be maintained confidential, or analyze, disassemble for reverse engineering, or otherwise attempt to identify the intrinsic nature of any of the disclosing party’s Confidential Information. 8.2.2 Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the receiving party must first give written notice to the disclosing party and must make a reasonable effort to obtain a protective order; or (ii) to establish the receiving party’s rights under this Agreement, including to make required court filings. 8.2.3 On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. 8.2.4 The parties’ respective obligations of non-disclosure and non-use with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of each disclosure of Confidential Information to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Law.

Nondisclosure and Nonuse. 8.2.1 Subject The Recipient agrees not to use the Confidential Information of the Disclosing Party for any purpose except to the Georgia Open Records Act extent necessary to fulfill its obligations under this Agreement. The Recipient agrees not to copy, alter, modify, disassemble, reverse engineer or decompile any of the receiving party shall materials comprising Confidential Information, unless permitted in writing by the Disclosing Party, agrees to establish and maintain appropriate safeguards against the destruction, loss or alteration of Confidential Information, and otherwise agrees to safeguard Confidential Information in a manner no less rigorous than it protects its own information of a similar nature, but no less than reasonable safeguards. The Recipient agrees not to disclose the disclosing party’s Confidential Information to any person third parties or entityto any of its employees, contractors or agents except to the receiving party’s employees those who have a need to know the Disclosing Party’s Confidential Information for to enable the receiving party Recipient to exercise its rights or perform fulfill its obligations under this Agreement. Further; provided, the receiving party that such parties shall not, without the disclosing party’s prior written permission use be made aware that such Confidential Information for purposes other than internal evaluation for so long as is confidential to the Disclosing Party and shall be under a written contractual restriction on non-disclosure and proper treatment of Confidential Information must be maintained confidential, or analyze, disassemble for reverse engineering, or otherwise attempt to identify that is consistent with and no less rigorous than the intrinsic nature terms of any of the disclosing party’s Confidential Information. 8.2.2 this Section. Notwithstanding the foregoing, the receiving party Recipient may disclose the Disclosing Party’s Confidential Information to the limited extent required (i) in order to comply with the by a valid order of a court or other governmental bodybody or by Applicable Law and to its attorneys, financial advisers, lawyers or accountants (“Representatives”). The Recipient agrees that it shall treat the Confidential Information with the same degree of care as it accords its own Confidential Information of a similar nature; provided that in no event shall the Recipient exercise less than reasonable care to protect the Disclosing Party’s Confidential Information. The Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of the Disclosing Party’s Confidential Information of which the Recipient may become aware. The Recipient will not communicate any information to the Disclosing Party in violation of the proprietary rights of any third party. Return or Destroy. Except as required by law, any Confidential Information furnished to the Recipient, and all copies thereof, at the earlier of the Disclosing Party’s request, or as otherwise necessary to comply with applicable lawthe termination of the business relationship between the Disclosing Party and the Recipient, provided that at the receiving party must first give written notice Disclosing Party’s option, will either be: (a) promptly returned to the disclosing party and must make a reasonable effort to obtain a protective orderDisclosing Party; or (iib) to establish destroyed by the receiving party’s rights under this Agreement, including to make required court filings. 8.2.3 On Recipient (with the expiration or termination Recipient providing written certification of the Agreement, the receiving party shall promptly return such destruction to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. 8.2.4 The parties’ respective obligations of non-disclosure and non-use with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of each disclosure of Confidential Information to the receiving party; Disclosing Party) provided, however, that neither Recipient nor any of its Representatives shall be required to destroy any electronic copy of any Confidential Information that is created pursuant to its standard electronic backup and archival procedures if (i) personnel whose functions are not primarily information technology in nature do not have access to such retained copies, and (ii) personnel whose functions are primarily information technology in nature have access to such copies only as reasonably necessary for the performance of their information technology duties (e.g., for purposes of system recovery); provided, further, however, that Recipient and its Representatives shall continue to be bound by the terms and conditions of this Agreement with respect to any such retained Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under LawInformation.

Nondisclosure and Nonuse. 8.2.1 Subject to For the Georgia Open Records Act Term of this Agreement, and for a period of one (1) year after termination or expiration of this Agreement, each Party receiving Confidential Information (the receiving party shall not disclose “Receiving Party”) from the disclosing party’s Party (the “Disclosing Party”), including, but not limited to, materials containing Confidential Information, shall: (a) disclose such Confidential Information to any person or entityonly those directors, except to the receiving party’s employees who have a officers, employees, and agents of such Party (i) whose duties justify their need to know such information, and (ii) who have been clearly informed of their obligation to maintain the confidential, proprietary, and/or trade secret status of such Confidential Information; and (b) use such Confidential Information only for the Purpose set forth in this Agreement. Each Receiving Party shall treat Confidential Information as strictly confidential, and shall use the same care to prevent disclosure of such information as such Party uses with respect to its own confidential and proprietary information, which shall not be less than the care a reasonable person would use under similar circumstances. Notwithstanding the foregoing, this Section imposes no obligation upon the Receiving Party with respect to Confidential Information which it can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Receiving Party without an obligation to maintain its confidentiality prior to receipt from the Disclosing Party; (b) is or becomes generally known to the public without violation of this Agreement by the Receiving Party; (c) is obtained by the Receiving Party in good faith from a third party having the right to disclose it without an obligation of confidentiality; or (d) is independently developed by the Receiving Party without the participation of individuals who have had access to the Confidential Information for the receiving party to exercise its rights or perform its obligations under this AgreementInformation. Further, the receiving party shall not, without the disclosing party’s prior written permission use Confidential Information for purposes other than internal evaluation for so long as the Confidential Information must be maintained confidential, or analyze, disassemble for reverse engineering, or otherwise attempt to identify the intrinsic nature of any of the disclosing party’s Confidential Information. 8.2.2 Notwithstanding the foregoing, the receiving party Receiving Party may disclose Confidential Information information to the limited extent required (i) in order necessary to comply with the order of a court of competent jurisdiction or other governmental bodybody or pursuant to applicable federal, state or local law, regulation, court order, or as otherwise necessary to comply with applicable lawother legal process having authority over the Receiving Party, provided that the receiving party must Receiving Party has first give given written notice to the disclosing party and must make a reasonable effort Disclosing Party of such disclosure requirement and, to obtain a protective order; or (ii) the extent reasonably possible, has given the Disclosing Party an opportunity to establish contest such required disclosure at the receiving partyDisclosing Party’s rights under expense. For purposes of this Agreement, including to make required court filings. 8.2.3 On the expiration “Confidential Information” means any and all non-public information which is disclosed by or termination on behalf of the Agreement, the receiving party shall promptly return to the disclosing party all copiesa Party or its affiliates, whether in writtenverbally, electronicelectronically, visually, or in a written or other form tangible form, which is either identified as confidential or media, of the disclosing party’s Confidential Information, proprietary or destroy all such copies and certify in writing should be reasonably understood to the disclosing party that such Confidential Information has been destroyed. 8.2.4 The parties’ respective obligations of non-disclosure and non-use with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of each disclosure of Confidential Information to the receiving partybe confidential or proprietary; provided, however, with respect notwithstanding anything to any the contrary in this Agreement, in no event shall Confidential Information that constitutes a trade secret (as determined under applicable Law), such obligations be deemed to include any or all of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under LawData.

Nondisclosure and Nonuse. 8.2.1 Subject to (a) Each Party (the Georgia Open Records Act “Receiving Party”) shall (and shall cause its Affiliates to), during the receiving party shall Term and for a period of five (5) years thereafter, (i) maintain all Confidential Information of the other Party (the “Disclosing Party”) in trust and confidence, (ii) not disclose the disclosing party’s any such Confidential Information to any person or entityThird Party without the prior written consent of the Disclosing Party, except to the receiving party’s employees who have a need to know the as expressly provided hereunder, and (iii) not use any such Confidential Information for any purpose except and only to the receiving party extent required to perform its obligations under, and exercise its rights or perform its obligations under under, this Agreement. Further, Notwithstanding anything to the receiving party shall not, without the disclosing party’s prior written permission use Confidential Information for purposes other than internal evaluation for so long as the Confidential Information must be maintained confidential, or analyze, disassemble for reverse engineering, or otherwise attempt to identify the intrinsic nature of any of the disclosing party’s Confidential Information. 8.2.2 Notwithstanding contrary in the foregoing, the receiving party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the receiving party must first give written notice to the disclosing party and must make a reasonable effort to obtain a protective order; or (ii) to establish the receiving party’s rights under this Agreement, including to make required court filings. 8.2.3 On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. 8.2.4 The parties’ respective obligations of non-disclosure confidentiality and non-use with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of each disclosure of Confidential Information to the receiving party; provided, however, with 107 respect to any trade secret within such Confidential Information that constitutes a trade secret shall survive such five (as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement 5) year period for as so long as such Confidential Information remains protected as a trade secret under Applicable Law. (b) Each Party will (and will cause its Affiliates to) use at least the same standard of care as it uses to protect its own Confidential Information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of the other Party, but no less than reasonable care. (c) If any information is expressly deemed to be Confidential Information of each Party under this Agreement: (i) Company’s maintenance, use and disclosure of such information shall be subject to trade secret protection the provisions of this ARTICLE 11 applicable to Confidential Information of TESARO; and (ii) TESARO’s maintenance, use and disclosure of such information shall be subject to the provisions of this ARTICLE 11 applicable to Confidential Information of Company. If any information is both expressly deemed to be Confidential Information of TESARO only under Lawthis Agreement and described in clause (a) of the definition of “Confidential Information,” it shall be treated as Confidential Information of TESARO only. If any information is both expressly deemed to be Confidential Information of Company only under this Agreement and described in clause (a) of the definition of “Confidential Information,” it shall be treated as Confidential Information of Company only.

Nondisclosure and Nonuse. 8.2.1 Subject The Recipient agrees not to use the Confidential Information of the Disclosing Party for any purpose except to the Georgia Open Records Act extent necessary to fulfill its obligations under this Agreement. The Recipient agrees not to copy, alter, modify, disassemble, reverse engineer or decompile any of the receiving party shall materials comprising Confidential Information, unless permitted in writing by the Disclosing Party, agrees to establish and maintain appropriate safeguards against the destruction or loss of Confidential Information, and otherwise agrees to safeguard Confidential Information in a manner no less restrictive than it protects its own information of a similar nature. The Recipient agrees not to disclose the disclosing party’s Confidential Information to any person third parties or entityto any of its employees, contractors or agents except to the receiving party’s employees those who have a need to know the Disclosing Party’s Confidential Information for to enable the receiving party Recipient to exercise its rights or perform fulfill its obligations under this Agreement. Further; provided, the receiving party that such parties shall not, without the disclosing party’s prior written permission use be made aware that such Confidential Information for purposes other than internal evaluation for so long as is confidential to the Disclosing Party and shall be under a written contractual restriction on non- disclosure and proper treatment of Confidential Information must be maintained confidential, or analyze, disassemble for reverse engineering, or otherwise attempt to identify that is consistent with and no less restrictive than the intrinsic nature terms of any of the disclosing party’s Confidential Information. 8.2.2 this Section. Notwithstanding the foregoing, the receiving party Recipient may disclose the Disclosing Party’s Confidential Information to the limited extent required (i) in order to comply with the by a valid order of a court or other governmental bodybody or by Applicable Law and to its attorneys, financial advisers, lawyers or as otherwise necessary to comply with applicable law, provided that the receiving party must first give written notice to the disclosing party and must make a reasonable effort to obtain a protective order; or accountants (ii) to establish the receiving party’s rights under this Agreement, including to make required court filings. 8.2.3 On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. 8.2.4 The parties’ respective obligations of non-disclosure and non-use with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of each disclosure of Confidential Information to the receiving party“Representatives”); provided, however, with respect that the Recipient will use all reasonable efforts to any notify the Disclosing Party of the obligation to make such disclosure in advance so that the Disclosing Party will have a reasonable opportunity to object to such disclosure. The Recipient agrees that it shall treat the Confidential Information that constitutes a trade secret (with the same degree of care as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such it accords its own Confidential Information remains subject of a similar nature; provided that in no event shall the Recipient exercise less than reasonable care to trade secret protection under Lawprotect the Disclosing Party’s Confidential Information. The Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of the Disclosing Party’s Confidential Information of which the Recipient may become aware. The Recipient will not communicate any information to the Disclosing Party in violation of the proprietary rights of any third party.

Nondisclosure and Nonuse. 8.2.1 Subject The Recipient agrees not to use the Confidential Information of the Disclosing Party for any purpose except to the Georgia Open Records Act extent necessary to fulfill its obligations under this Agreement. The Recipient agrees not to copy, alter, modify, disassemble, reverse engineer or decompile any of the receiving party shall materials comprising Confidential Information, unless permitted in writing by the Disclosing Party, agrees to establish and maintain appropriate safeguards against the destruction, loss or alteration of Confidential Information, and otherwise agrees to safeguard Confidential Information in a manner no less rigorous than it protects its own information of a similar nature, but no less than reasonable safeguards. The Recipient agrees not to disclose the disclosing party’s Confidential Information to any person third parties or entityto any of its employees, contractors or agents except to the receiving party’s employees those who have a need to know the Disclosing Party’s Confidential Information for to enable the receiving party Recipient to exercise its rights or perform fulfill its obligations under this Agreement. Further; provided, the receiving party that such parties shall not, without the disclosing party’s prior written permission use be made aware that such Confidential Information for purposes other than internal evaluation for so long as is confidential to the Disclosing Party and shall be under a written contractual restriction on non-disclosure and proper treatment of Confidential Information must be maintained confidential, or analyze, disassemble for reverse engineering, or otherwise attempt to identify that is consistent with and no less rigorous than the intrinsic nature terms of any of the disclosing party’s Confidential Information. 8.2.2 this Section. Notwithstanding the foregoing, the receiving party Recipient may disclose the Disclosing Party’s Confidential Information to the limited extent required (i) in order to comply with the by a valid order of a court or other governmental bodybody or by Applicable Law and to its attorneys, financial advisers, lawyers or as otherwise necessary to comply with applicable law, provided that the receiving party must first give written notice to the disclosing party and must make a reasonable effort to obtain a protective order; or accountants (ii) to establish the receiving party’s rights under this Agreement, including to make required court filings. 8.2.3 On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. 8.2.4 The parties’ respective obligations of non-disclosure and non-use with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of each disclosure of Confidential Information to the receiving party“Representatives”); provided, however, with respect that the Recipient will use all reasonable efforts to any notify the Disclosing Party of the obligation to make such disclosure in advance so that the Disclosing Party will have a reasonable opportunity to object to such disclosure. The Recipient agrees that it shall treat the Confidential Information that constitutes a trade secret (with the same degree of care as determined under applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such it accords its own Confidential Information remains subject of a similar nature; provided that in no event shall the Recipient exercise less than reasonable care to trade secret protection under Lawprotect the Disclosing Party’s Confidential Information. The Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of the Disclosing Party’s Confidential Information of which the Recipient may become aware. The Recipient will not communicate any information to the Disclosing Party in violation of the proprietary rights of any third party.