Common use of Obligation to Protect Confidential Information Clause in Contracts

Obligation to Protect Confidential Information. The Receiving Party acknowledges and agrees that all of the Confidential Information it receives from the Disclosing Party is confidential and proprietary to the Disclosing Party, and the Receiving Party agrees to hold the same in strictest confidence and take proper and appropriate steps, at all times, to protect the Disclosing Party’s Confidential Information. The Receiving Party shall not reproduce, summarize or otherwise disclose the Disclosing Party’s Confidential Information except to its employee(s) and or agent(s) who have a specific need to know the Confidential Information, and even then only to such extent as is necessary and essential for such employee’s or agent’s involvement in participating in the work to be performed pursuant to this Agreement. The Receiving Party shall inform its employee(s) and agent(s) of the confidential nature of such Confidential Information. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by the Receiving Party, its employees or agents, and shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of its Confidential Information and PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. prevent its further unauthorized use. In all events, the Receiving Party shall be fully liable for any breach of this Agreement by its employees or agents.

Obligation to Protect Confidential Information. 1. The Receiving Party acknowledges and agrees that all of Recipient undertakes to protect the Confidential Information it receives with due diligence resulting from the professional character of the Recipient’s activity, from theft, loss or acquisition by unauthorized parties. Therefore, the Recipient undertakes to protect Confidential Information, in particular in the manner indicated in paragraph 3, from loss or unauthorized access by third parties, and not to transfer or otherwise disclose, in whole or in part, in any form, the Confidential Information and its source, subject to the provisions of the following paragraph. 2. The Recipient may disclose the Confidential Information to its employees, and the Recipient declares that those employees are bound by the relevant non-disclosure agreements concluded with the Recipient in this respect. The Recipient may also disclose Confidential Information to Recipient’s consultants, subcontractors, contractors or other collaborators (third parties), provided that the relevant non-disclosure agreements are concluded with them beforehand in this respect. The Recipient shall be directly liable to the Disclosing Party for any acts or omissions of Recipient’s employees or third parties, to whom the Confidential Information is confidential disclosed by the Recipient, with regard to Confidential Information protection, pursuant to the terms and proprietary conditions set out in Article 5 as for Recipient’s own acts or omissions. The disclosure of Confidential Information pursuant to this paragraph may only be made for the purpose stated in Article 2 of this Agreement and only if and to the extent that it is necessary for this purpose. The Recipient shall, at the request of the Disclosing Party, within 3 (three) days, provide the Disclosing Party with a list of employees and third parties to whom the Receiving Party agrees Confidential Information has been disclosed in accordance with this paragraph, indicating the scope of the disclosed Information. 3. With respect to hold the same in strictest confidence minimum technical and take proper and appropriate steps, at all times, legal security measures to protect the Disclosing Party’s Confidential Information. The Receiving Party shall not reproduce, summarize or otherwise disclose the Disclosing Party’s Confidential Information except from theft, loss or unauthorized access, the Recipient undertakes in particular to: a) enter into confidentiality agreements with entities to its employee(s) and or agent(s) who have a specific need to know the whom Confidential Information, and even then only to such extent as Information is necessary and essential for such employee’s or agent’s involvement in participating in the work to be performed disclosed pursuant to this Agreement and to explicitly inform the recipients that the Confidential Information is subject to strict protection under the laws and provisions of this Agreement. The Receiving Party shall inform its employee(s; b) provide ongoing training to employees in the rules and agent(sprocedures for protection of sensitive information; c) store documents and other data carriers with Confidential Information in a manner protecting them from unauthorized access; d) copy or record the Confidential Information only if necessary and only to the extent necessary; e) immediately destroy unnecessary documents and other data carriers with Confidential Information; f) use individual passwords to access computers, IT systems and databases of the confidential nature Recipient; g) monitor the access of such Recipient’s employees and associates to Confidential Information. The Receiving Party shall notify ; h) immediately report to the Disclosing Party immediately upon discovery Recipient any incident or suspicion of any unauthorized use or disclosure loss of Confidential Information, Information or any other breach of this Agreement by the Receiving Party, its employees or agents, and shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain entry into possession of its Confidential Information by unauthorized persons. and PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. prevent its further unauthorized use. In all events, the Receiving Party shall be fully liable for any breach Recipient ensures that it has appropriate procedures and protections in place to ensure protection of Confidential Information in accordance with this Agreement by its employees or agentsAgreement.

Obligation to Protect Confidential Information. The Each Party (the “Receiving Party acknowledges Party”) shall use the same standard of care to prevent the public disclosure and agrees that all dissemination of the Confidential Information it receives from of the other Party (the “Disclosing Party”) as the Receiving Party uses to protect its own comparable Confidential Information, and in no event less than a reasonable degree of care. For purposes of this Agreement, “Confidential Information” means confidential, non-public marking plans, product plans, business strategies, financial information, forecasts, technical documents and information and any similar confidential, non-public materials or information, regarding such Party, its Affiliates, and their respective representatives, disclosed by the Disclosing Party is confidential and proprietary to the Disclosing Party, and the Receiving Party agrees under or in connection with this Agreement, in each case (A) to hold the same extent expressly marked in strictest confidence writing as “Confidential,” or, if disclosed orally, identified as confidential at the time of disclosure and take proper and appropriate stepsset forth or summarized in a written document expressly marked as “Confidential” delivered to the Receiving Party no later than thirty (30) days after the date of the initial oral disclosure thereof, at all times, or (B) that would reasonably be deemed in the context of its disclosure to protect the Disclosing Party’s Confidential Informationbe confidential or proprietary. The Receiving Party shall not reproduce, summarize or otherwise disclose (a) limit the disclosure of the Disclosing Party’s Confidential Information except to those of its employee(s) employees, officers, directors and or agent(s) who have a specific need to know the Confidential Informationagents, and even then only (i) with respect to such extent the Seller as is necessary and essential for such employee’s or agent’s involvement in participating in the work to be performed pursuant to this Agreement. The Receiving Party shall inform its employee(s) and agent(s) of the confidential nature of such Confidential Information. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by the Receiving Party, its employees Affiliates (including the Service Providers), licensors and contractors and (ii) with respect to the Buyer as the Receiving Party, the Service Recipients, on a need-to-know basis for the purpose of fulfilling the Receiving Party’s (or, as the case may be, the Service Providers’ or agentsthe Service Recipients’) obligations or exercising the Receiving Party’s rights under this Agreement, (b) take all reasonable steps to ensure that any of the Disclosing Party’s Confidential Information that is so disclosed is treated as confidential by such recipients, and shall cooperate with (c) require such recipients to agree to confidentiality obligations no less protective of the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of its Confidential Information than those imposed under this Agreement. Except as otherwise expressly provided herein or under any other Ancillary Document, each Party is and PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. prevent shall remain the sole owner of all right, title and interest in and to its further unauthorized use. In all events, the Receiving Party shall be fully liable for any breach of this Agreement by its employees or agentsrespective Confidential Information.