Common use of Obligations With Respect to Confidentiality Clause in Contracts

Obligations With Respect to Confidentiality. During the term of this Agreement and for a period of five (5) years thereafter, each party ("Receiving Party") acknowledges and agrees that it shall not use for any purpose other than performance of this Agreement, or disclose to anyone, other than its officers, employees or representatives with a need to know for purposes of this Agreement, any Confidential Information disclosed to it by the other party (the "Disclosing Party"). For purposes of this Agreement, the term "Confidential Information" shall be deemed to mean and include all such information, material and data of the Disclosing Party (i) labelled or designated in writing as confidential or proprietary, (ii) which the Receiving Party or its officers, employees, representatives, agents, consultants, contractors and subcontractors (collectively, "Representatives") are advised is proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses, internal developments, publications, accountings or any other activities conducted or planned by either party. The confidentiality obligations herein shall not apply to any such information (i) which is or becomes publicly known without any fault of or participation by the Receiving Party, (ii) was in Receiving Party's possession prior to the time it was received from Disclosing Party or came into Receiving Party's possession thereafter, in each case lawfully obtained from a source other than Disclosing Party and not subject to any obligation of confidentiality or restriction on use, or (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party shall notify the Disclosing Party of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party by persons not having exposure to Disclosing Party's Confidential Information. The Receiving Party shall be permitted to use Confidential Information of the Disclosing Party in connection with any legal proceeding arising out of or in connection with this Agreement, provided the Receiving Party uses commercially reasonable efforts to disclose and/or file such Confidential Information under seal or to obtain a mutually agreed protective order governing the use and disclosure of such Confidential Information in the legal proceeding.

Obligations With Respect to Confidentiality. During the term of this Agreement and for a period of five two (52) years thereafterafter the latter of (i) the termination of this Agreement, or (ii) the termination of the final Services, each party ("Receiving Party") acknowledges and agrees that it (the “Receiving Party”) shall not use for any purpose other than performance of this Agreement, or disclose to anyone, other than its officers, employees employees, members, manager, directors or representatives of the Receiving Party with a need to know for purposes of this Agreement, any Confidential Information disclosed to it the Receiving Party by the other party (the "“Disclosing Party"”). For purposes of this Agreement, the term "“Confidential Information" ” shall be deemed to mean and include all such informationany non-public financial, material operational, technical and data other information relating to the present and future businesses and affairs of the Disclosing Party (i) labelled or designated in writing as confidential or proprietaryand its affiliates, (ii) which the Receiving Party or its officers, employees, representatives, agents, consultants, contractors and subcontractors (collectively, "Representatives") are advised is proprietary or confidential or (iii) which, in view of the nature of whether such information and/or the circumstances of its disclosure the Receiving Party knows is provided in written, oral, graphic, pictorial or reasonably should know is confidential recorded form or proprietarystored on computer discs, and solely by way of illustration and not in limitation shall include the following: information relating to financial datahard drives, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses, internal developments, publications, accountings magnetic tape or digital or any other activities conducted or planned by either partyelectronic medium. The confidentiality obligations herein shall not apply to any such information (i) which is or becomes publicly known without any fault of or participation by the Receiving Party, (ii) was in Receiving Party's ’s possession prior to the time it was received from Disclosing Party or came into Receiving Party's ’s possession thereafter, in each case lawfully obtained from a source other than Disclosing Party and not subject to any obligation of confidentiality or restriction on use, or (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party shall notify the Disclosing Party of the requirement of disclosure before making such disclosure disclosure, if allowed by applicable law, and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party by persons not having exposure to Disclosing Party's ’s Confidential Information. The Receiving Party shall be permitted to use Confidential Information of the Disclosing Party in connection with any legal proceeding arising out of or in connection with this Agreement, provided the Receiving Party uses commercially reasonable efforts to disclose and/or file such Confidential Information under seal or to obtain a mutually agreed protective order governing the use and disclosure of such Confidential Information in the legal proceeding.

Obligations With Respect to Confidentiality. During the term of this Agreement and for a period of five (5) years thereafter, each party ("“Receiving Party"”) acknowledges and agrees that it shall not use for any purpose other than performance of this Agreement, or disclose to anyone, other than its officers, employees or representatives with a need to know for purposes of this Agreement, any Confidential Information disclosed to it by the other party (the "Disclosing Party"). For purposes of this Agreement, the term "Confidential Information" shall be deemed to mean and include all such information, material and data of the Disclosing Party (i) labelled or designated in writing as confidential or proprietary, (ii) which the Receiving Party or its officers, employees, representatives, agents, consultants, contractors and subcontractors (collectively, "“Representatives"”) are advised is proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses, internal developments, publications, accountings or any other activities conducted or planned by either party. The confidentiality obligations herein shall not apply to any such information (i) which is or becomes publicly known without any fault of or participation by the Receiving Party, (ii) was in Receiving Party's possession prior to the time it was received from Disclosing Party or came into Receiving Party's possession thereafter, in each case lawfully obtained from a source other than Disclosing Party and not subject to any obligation of confidentiality or restriction on use, or (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party shall notify the Disclosing Party of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party by persons not having exposure to Disclosing Party's Confidential Information. The Receiving Party shall be permitted to use Confidential Information of the Disclosing Party in connection with any legal proceeding arising out of or in connection with this Agreement, provided the Receiving Party uses commercially reasonable efforts to disclose and/or file such Confidential Information under seal or to obtain a mutually agreed protective order governing the use and disclosure of such Confidential Information in the legal proceeding.