Common use of Obligations with Respect to Confidential Information Clause in Contracts

Obligations with Respect to Confidential Information. Receiving Party agrees to protect the Confidential Information by using the same degree of care as Receiving Party uses to protect its own confidential or proprietary information (but not less than a reasonable degree of care): (i) to prevent the unauthorized use, dissemination or publication of the Confidential Information, (ii) not to divulge Confidential Information to any third party, (iii) not to make any use of such Confidential Information except as necessary to perform its obligations or exercise its rights under this Subscription Agreement (the “Subscription Purpose”), (iv) not to copy except as reasonably required in direct support of the Subscription Purpose, and any copies made will include appropriate marking identifying same as constituting or containing Confidential Information of the Disclosing Party; and (v) not to reverse engineer any such Confidential Information. Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential Information to Receiving Party’s employees and the employees of Receiving Party’s respective parent, subsidiaries and affiliated entities or authorized representatives who have: (i) a need to know and have been notified that such information is Confidential Information to be used solely for the Subscription Purpose; and (ii) entered into binding confidentiality obligations no less protective of Disclosing Party than those contained in this Subscription Agreement. Receiving Party may disclose Confidential Information pursuant to any statutory or regulatory authority or court order, provided Disclosing Party is given prompt prior written notice of such requirement and the scope of such disclosure is limited to the extent possible. The obligations of Receiving Party regarding use and disclosure of the Confidential Information shall survive any termination or expiration of this Subscription Agreement for a period of three (3) years after the Subscription Agreement expiration date or termination date.