Common use of Nondisclosure Obligation Clause in Contracts

Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein, without the prior written consent of the disclosing Party, except to the extent that such Confidential Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party.

Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder ("Confidential Information") shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third non-Party or used for any purpose except as set forth herein, herein without the prior written consent of the disclosing Party, except to the extent that the receiving Party can demonstrate by competent written evidence that such Confidential Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records; (b) is in the public domain other than as a result of any breach of this Agreement by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; (c) is subsequently disclosed to the receiving Party on a non-confidential basis by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) is independently discovered or developed by the receiving Party independently without the use of Confidential Information received from provided by the disclosing Disclosing Party, as documented by the receiving Party’s 's business records. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party. Collaboration Technology and Prior Technology shall be deemed Information of both Parties.

Nondisclosure Obligation. All Confidential Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party third party or used for any purpose except as set forth herein, without the prior written consent of the disclosing Party, except to the extent that such Confidential Proprietary Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records;; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (b) is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; (c) is subsequently disclosed to the receiving Party by a Third Party third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; orand (d) is developed by the receiving Party independently of Confidential Proprietary Information received from the disclosing Party, as documented by the receiving Party’s business records. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party.

Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third non-Party or used for any purpose except as set forth herein, herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s 's business records; (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain; (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or; (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s 's business records; (e) is disclosed to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market Product or Tests, but such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partyparty.

Nondisclosure Obligation. All During the term of the Agreement and for [**] ([**]) years thereafter, except as otherwise expressly set forth in this Agreement, all Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein, herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information: (a) 4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (b) 4.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; (c) 4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) 4.1.4 is developed by the receiving Party independently of Confidential Information information received from the disclosing Party, as documented by the receiving Party’s business records. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Receiving Party.

Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall shall, during the Term and for a period of [***] years thereafter, be (a) maintained in confidence by the receiving Party and (b) shall not be disclosed to any Third Party or (c) used for any purpose except as set forth herein, permitted by this Agreement (it being understood that this clause (c) shall not create or imply any rights or licenses not expressly granted under this Agreement) without the prior written consent of the disclosing Party, except to the extent that such Confidential Information: (a) 10.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (b) 10.1.2 is in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; (c) 10.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) 10.1.4 is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party.

Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein, herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information: (a) 4.1.1 is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (b) 4.1.2 is in the public domain by use and/or or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; (c) 4.1.3 is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or (d) 4.1.4 is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party.

Nondisclosure Obligation. All Each of MSD and Licensee will use Confidential Information disclosed received by one Party to it from, or on behalf of, the other Party hereunder shall be maintained only as permitted by and in confidence by the receiving Party and shall accordance with this Agreement and, except as otherwise set forth in Sections 7.01(b) or 7.01(c), will not be disclosed disclose to any Third Party or used for any purpose except as set forth herein, such Confidential Information without the prior written consent of the disclosing other Party, except . The foregoing obligations will survive the expiration or termination of this Agreement for a period of [***] years. These obligations will not apply to Confidential Information that the extent that such Confidential Informationreceiving Party can reasonably demonstrate: (ai) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business written records; (bii) is in at the time of disclosure, or thereafter becomes, published or otherwise part of the public domain without breach of this Agreement by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Party; (ciii) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality has the right to the disclosing Party; or (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Partymake such disclosure, as documented by the receiving Party’s business written records; or (iv) is independently developed by the receiving Party or its Affiliates and without the aid, use or application of any of the disclosing Party’s Confidential Information, and such independent development can be documented by the receiving Party’s written records. Any combination of features or disclosures shall will not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party, as applicable.

Nondisclosure Obligation. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third non-Party or used for any purpose except as set forth herein, herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information: (a) is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party’s business records; (b) is properly in the public domain by use and/or publication before its receipt from the disclosing Party, or thereafter enters the public domain through no fault of the receiving Partydomain; (c) is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; or; (d) is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party’s business records; (e) is disclosed to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market Product or Tests, but such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Partyparty.