Common use of Obligations Regarding Confidential Information Clause in Contracts

Obligations Regarding Confidential Information. Receiving Party shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or prerelease hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law. Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section(i) of this Section 2(b). Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The Receiving Party will have executed or shall execute appropriate written agreements with consultants sufficient to enable Receiving Party to enforce all the provisions of this Agreement. 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 Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same.

Obligations Regarding Confidential Information. Receiving Party shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third parties for five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (ii) : Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party; (iii) . Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's ’s business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or prerelease hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law. Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section(isection (i) of this Section 2(b). ) The undersigned Receiving Party may disclose Confidential Information only to Receiving Party's ’s employees and consultants on a need-to-know basis. The undersigned Receiving Party party will have executed or shall execute appropriate written agreements with consultants third parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement. Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, consultants and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's ’s option, certify destruction of the same.

Obligations Regarding Confidential Information. The Receiving Party shall: (ia) Refrain from disclosing any shall restrict disclosure of Confidential Information of solely to employees or consultants on a need to know basis provided such employees and/or consultants have executed appropriate written agreements with the Disclosing Receiving Party to third parties for five (5) years following the date that Disclosing enable Receiving Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) comply with all provisions of this Agreement; , (iib) Take reasonable security precautions, shall protect the Confidential Information with at least the same degree of care and confidentiality as great as the precautions it takes to protect affords its own confidential information, but no less than at all times exercising at least a reasonable caredegree of care in such protection, to keep confidential the and (c) shall not use any Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party in any manner except in pursuance furtherance of Receiving Party's ’s business relationship with Disclosing Partyparty, and only or as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or prerelease hardware devices disclosed agreed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law. Receiving Party may disclose Confidential Information of Disclosing Party in accordance writing. In addition, with a judicial respect to any product or other governmental order, provided that formulation delivered to the Receiving Party either (i) gives by the Disclosing Party, the Receiving Party reasonable notice prior to shall not reverse engineer, dissect, disassemble, decompile or otherwise analyze the physical or chemical construction of any such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information except as necessary to the highest level evaluation of protection afforded under applicable law or regulationthe Business Relationship. Notwithstanding the foregoing, the Receiving Party shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section(i) of this Section 2(b). Receiving Party may disclose Confidential Information only pursuant to an order of a court or governmental agency as so required by such order, provided that the Receiving Party's employees Party shall first notify the Disclosing Party of such order and consultants on afford the Disclosing Party the opportunity to seek a need-to-know basisprotective order relating to such disclosure. The Receiving Party will have executed or shall execute appropriate written agreements with consultants sufficient agrees to enable Receiving Party to enforce all the provisions of this Agreement. Receiving Party shall notify the Disclosing Party immediately upon discovery if it learns of any unauthorized use or disclosure of any Disclosing Party Confidential Information or any other breach in violation of the terms of this Agreement Agreement. With respect to any material nonpublic information of any Disclosing Party subject to regulation by the U.S. Securities & Exchange Commission (“SEC”), the Receiving Party and its employees and consultantsagrees that it will comply with SEC Regulation FD (Fair Disclosure), as amended, and will cooperate with Disclosing Party refrain from trading in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to stock until that nonpublic information is either publicly disseminated or deemed immaterial by the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same.

Obligations Regarding Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. The Receiving Party shallshall hold all Confidential Information in confidence. The Receiving Party: (i) Refrain from disclosing shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under the Agreement; (ii) shall reproduce such Confidential Information only to the extent necessary for such purposes; (iii) shall restrict disclosure of such Confidential Information to employees , contractors, advisors or consultants that have a need to know for such purposes (with disclosure to contractors , advisors and consultants being limited to contractors, advisors and consultants that have signed a non-disclosure agreement to protect the Confidential Information of third parties); (iv) shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in the Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the enforcement of its rights under the Agreement; and (v) shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use o r publication of Confidential Information. In the event a Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to third parties for five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Partylaw, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or prerelease hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law. Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, provided that Receiving Party either (i) gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective court order or equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level administrative order of protection afforded under applicable law or regulation. Notwithstanding the foregoingan agency having jurisdiction, the Receiving Party shall not disclose any computer source code that contains Confidential Information w ill, if such notice is permitted by law, notify the Disclosing Party of the requi red disclosure with sufficient time for the Disclosing Party to seek judicial relief from the required disclosure, and reasonably cooperate with the Disclosing Party in accordance with a judicial or other governmental order unless it complies with any efforts the requirement set forth D isclosing Party may take to obtain protective measures in sub-section(i) respect to the required disclosure. The Parties agree that breach of this Section 2(b). Receiving Article 7 may cause irreparable injury for which monetary damages are not an adequate remedy; accordingly, each Party may disclose Confidential Information only to Receiving Party's employees seek injunctive relief and consultants on a need-to-know basis. The Receiving Party will have executed or shall execute appropriate written agreements with consultants sufficient to enable Receiving Party any other available equitable remedies to enforce all the provisions of this Agreement. 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 Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the sameArticle 7.