Common use of Obligation to Protect Proprietary Information Clause in Contracts

Obligation to Protect Proprietary Information. Each Party will use commercially reasonable efforts to safeguard any Proprietary Information received pursuant to this Agreement from theft, loss or disclosure to others, and to limit access to Proprietary Information to those officers, directors and employees within the receiving Party’s organization, and subcontractors, consultants, investors, advisors, attorneys, service providers, business partners and others who reasonably require access in order to accomplish the aforesaid purposes. Proprietary Information will be protected hereunder only if it is in written or other permanent form and identified as proprietary when provided. Any such information in other than written or other permanent form when disclosed will be considered Proprietary Information that is protected hereunder, unless the Party disclosing such information advises the other Party that it is not Proprietary. The receiving Party will not be liable for unauthorized use or CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, MXXXXXXX, X0 XXXXXXXX XXX XXXXX XXXXXX COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES disclosure of any such Proprietary Information if it can establish that the same: (i) is or becomes public knowledge or part of the knowledge or literature within the telecommunications industry without breach of this Agreement by the receiving Party; (ii) is known to the receiving Party without restriction as to further disclosure when received; (iii) is independently developed by the receiving Party as demonstrated by written records; or (iv) is or becomes known to the receiving Party from a third party who had a lawful right to disclose it without breach of its contractual obligations. Specific Proprietary Information will not be deemed to be available to the public or in the possession of the receiving Party merely because it is included within more general information so available or in the receiving Party’s possession.

Obligation to Protect Proprietary Information. Each Party will shall use commercially reasonable efforts to safeguard any Proprietary Information received pursuant to this Agreement the Alliance from theft, loss or disclosure to others, and to limit access to Proprietary Information to those officers, directors directors, and employees within the receiving Party’s 's organization, and subcontractors, consultants, investors, advisors, attorneys, service providers, business partners and others who reasonably require access in order to accomplish the aforesaid purposes. Proprietary Information will shall be protected hereunder only if it is in written or other permanent form and identified as proprietary when provided. Any such information in other than written or other permanent form when disclosed will shall be considered Proprietary Information that is protected hereunder, unless but only to the extent identified as the originating Party's Proprietary Information at the time of original disclosure and thereafter summarized in a written form which clearly and conspicuously identifies the Proprietary Information. Such summary shall be transmitted by the originating Party disclosing such information advises to the other receiving Party that it is not Proprietarywithin thirty (30) days of the nonwritten disclosure. The receiving Party will shall not be liable for unauthorized use or CONFIDENTIAL AND PROPRIETARY INFORMATION OF GWI PCS1, MXXXXXXX, X0 XXXXXXXX XXX XXXXX XXXXXX COMMUNICATIONS NOT TO BE DISCLOSED EXCEPT BY WRITTEN AGREEMENT OF SUCH PARTIES disclosure of any such Proprietary Information if it can establish that the same: (i) is or becomes public knowledge or part of the knowledge or literature within the telecommunications industry without breach of this an Alliance Agreement by the receiving Party; (ii) is known to the receiving Party without restriction as to further disclosure when received; (iii) is independently developed by the receiving Party as demonstrated by written records; or (iv) is or becomes known to the receiving Party from a third party who had a lawful right to disclose it without breach of its contractual obligations. Specific Proprietary Information will shall not be deemed to be available to the public or in the possession of the receiving Party merely because it is included within embraced by more general information so available or in the receiving Party’s 's possession.