Nondisclosure and Restricted Use. In the course of performing this Agreement, both parties may. disclose to the other party trade secrets and confidential and proprietary information of the disclosing party ("Confidential Information"). Such Confidential Information includes without
Nondisclosure and Restricted Use. Consultant acknowledges and understands that the Confidential Information, including without limitation the Software, is of great value to CONTRACTOR, and that the development of the Software has involved the expenditure of substantial amounts of money and the use of skilled development experts over a period of time. Consultant further acknowledges and understands that the Software and/or any other Confidential Information of CONTRACTOR being disclosed to Consultant on a strictly confidential basis is to be used only for the Permitted Purpose, and only in strict accordance with the terms, conditions and limitations of this Agreement and the License Agreement. Accordingly, Consultant will have the right to use the Confidential Information only for the Permitted Purpose, and for no other reason whatsoever. At all times during and after Consultant's access to the Confidential Information, Consultant will hold the Confidential Information in confidence and, except as is required in connection with Consultant's performance of its obligations to USC in connection with the Permitted Purpose, Consultant: (a) shall not use, copy, disclose or otherwise make the Confidential Information available to any other person or entity without the prior written consent of both CONTRACTOR and USC (such consent which either CONTRACTOR or USC can withhold for any reason or for no reason at all; and (b) shall not remove or permit to be removed from the Confidential Information any notice placed thereon by CONTRACTOR or USC indicating the confidential nature of, or the proprietary right of USC in, the Confidential Information. Consultant is being granted access to the Confidential Information for the limited and sole purpose of the Permitted Purpose; that is, to provide to USC the information technology services and related work product described in the Permitted Purpose. Accordingly, in addition to all other obligations imposed on Consultant hereunder, Consultant is prohibited from offering, providing, licensing or otherwise making available any such work product (including any modifications) to any other individual or entity other than USC. In this regard, Consultant understands and agrees that it must obtain the advance, written consent of CONTRACTOR, and additionally sign a CONTRACTOR-approved non-disclosure agreement, in each instance in which it seeks to access any Confidential Information of CONTRACTOR for any client.
Nondisclosure and Restricted Use
