Common use of Ownership and Return of Confidential Information Clause in Contracts

Ownership and Return of Confidential Information. (A) All Confidential Information shall be and remain the property of the Party providing it. Nothing in the Agreement shall be construed as granting any rights in or to Confidential Information to the Receiving Party, except the right of use in accordance with the terms of the Agreement. Upon written request by the Disclosing Party, the Receiving Party shall destroy or return to Disclosing Party all the Disclosing Party’s Confidential Information, except the Receiving Party shall be entitled to keep one copy of the Confidential Information in its archives, except that BES Cyber System Information kept in Contractor’s archives may only be kept for a maximum of four years after the Services are complete. The obligations of this Section 8 and of the Cyber Policy shall continue as long as Contractor retains any Confidential Information covered by Section 8 and the Cyber Policy, including copies retained for archival or record-keeping purposes. (B) Upon written request by the Disclosing Party, Receiving Party shall promptly destroy or return to Disclosing Party all Disclosing Party’s Confidential Information in Receiving Party’s possession or under its control, together with all copies thereof, and if so directed, shall certify in writing to Disclosing Party the destruction of such materials; except that Receiving Party shall be entitled to keep one copy of the Confidential Information in a secured archival system. With respect to any electronic or computer copies or records of or relating to Confidential Information, without limiting the foregoing, Receiving Party shall shred, permanently delete or otherwise irretrievably destroy and render unreadable all such copies or records from all computers, servers, storage devices and media, except to the extent that through the exercise of reasonable commercial efforts the same cannot be removed from databases or records that are not maintained specific to Disclosing Party. The return or destruction of Confidential Information shall not release Receiving Party from its obligations under this Section 8. (C) In the event of any reasonably suspected disclosure or loss of, or inability to account for, any of Disclosing Party’s Confidential Information, Receiving Party shall promptly and at its own expense: (1) notify Disclosing Party in writing; (2) take such actions as may be necessary or reasonably requested by Disclosing Party to minimize the breach; and (3) cooperate in all reasonable respects with Disclosing Party to minimize the breach and any damage resulting therefrom.

Ownership and Return of Confidential Information. (A) All Confidential Information shall be and remain the property of the Party providing it. Nothing in the Agreement shall be construed as granting any rights in or to Confidential Information to the Receiving Party, except the right of use in accordance with the terms of the Agreement. Upon written request by the Disclosing Party, the Receiving Party shall destroy or return to Disclosing Party all the Disclosing Party’s Confidential Information, except the Receiving Party shall be entitled to keep one copy of the Confidential Information in its archives, except that BES Cyber System Information kept in Contractor’s archives may only be kept for a maximum of four years after the Services are Work is complete. The obligations of this Section 8 9 and of the Cyber Policy Requirements shall continue as long as Contractor retains any Confidential Information covered by Section 8 9 and the Cyber PolicyRequirements, including copies retained for archival or record-keeping purposes. (B) Upon written request by the Disclosing Party, Receiving Party shall promptly destroy or return to Disclosing Party all Disclosing Party’s Confidential Information in Receiving Party’s possession or under its control, together with all copies thereof, and if so directed, shall certify in writing to Disclosing Party the destruction of such materials; except that Receiving Party shall be entitled to keep one copy of the Confidential Information in a secured archival system. With respect to any electronic or computer copies or records of or relating to Confidential Information, without limiting the foregoing, Receiving Party shall shred, permanently delete or otherwise irretrievably destroy and render unreadable all such copies or records from all computers, servers, storage devices and media, except to the extent that through the exercise of reasonable commercial efforts the same cannot be removed from databases or records that are not maintained specific to Disclosing Party. The return or destruction of Confidential Information shall not release Receiving Party from its obligations under this Section 8. 9. (C) In Notwithstanding anything to the event of any reasonably suspected disclosure or loss ofcontrary in sub-sections (A) and (B), above, or inability in the Cyber Requirements, upon written request by EMS or Customer, except as required to account forcomply with or exercise rights provided for by Applicable Laws, Contractor shall destroy or delete all EPI in its possession or under its control, together with all copies thereof in any form or on any media, and if so directed, shall certify in writing to EMS or Customer the destruction or deletion of Disclosing Party’s Confidential Information, Receiving Party shall promptly and at its own expense: (1) notify Disclosing Party in writing; (2) take such actions as may be necessary or reasonably requested by Disclosing Party to minimize the breach; and (3) cooperate in all reasonable respects with Disclosing Party to minimize the breach and any damage resulting therefrommaterials.

Ownership and Return of Confidential Information. (A) All Confidential Information of each of the Parties, as Disclosing Party, and any Derivatives thereof whether created by such Disclosing Party or the other Party, as Receiving Party, shall be and remain the property of the Party providing it. Nothing in the Agreement shall be construed as granting any Disclosing Party, and no license or other rights in or to such Disclosing Party’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists and all other tangible media of expression) furnished by each of the Parties, as Disclosing Party, to the other Party, as Receiving Party, shall remain the property of such Disclosing Party. At such Disclosing Party’s request and no later than five (5) days after such request, such Receiving Party shall promptly destroy or deliver to such Disclosing Party, at the Receiving Party’s option, except the right of use in accordance with the terms of the Agreement. Upon written request (a) all materials furnished to such Receiving Party by the such Disclosing Party, (b) all tangible media of expression in such Receiving Party’s possession or control to the Receiving Party shall destroy or return to Disclosing Party all the extent that such tangible media incorporate any of such Disclosing Party’s Confidential Information, except and (c) written certification of such Receiving Party’s compliance with such Receiving Party’s obligations under this section 4. Notwithstanding the foregoing, the Receiving Party shall be entitled permitted to keep retain one (1) copy of the Confidential Information in its archives, except that BES Cyber System Information kept in Contractor’s archives may only be kept for a maximum of four years after the Services are complete. The obligations of this Section 8 and of the Cyber Policy shall continue as long as Contractor retains any Confidential Information covered by Section 8 and the Cyber Policy, including copies retained for archival or record-keeping purposes. (B) Upon written request by the Disclosing Party, Receiving Party shall promptly destroy or return to Disclosing Party all Disclosing Party’s Confidential Information as necessary to ensure compliance by the Receiving Party with this Agreement and to ensure compliance with applicable law, rules or regulation in any case without prejudice to the obligation of the Receiving Party’s possession or under its control, together Party to comply with all copies thereof, and if so directed, shall certify in writing to Disclosing Party the destruction of such materials; except that Receiving Party shall be entitled to keep one copy of the Confidential Information in a secured archival system. With respect to any electronic or computer copies or records of or relating to Confidential Information, without limiting the foregoing, Receiving Party shall shred, permanently delete or otherwise irretrievably destroy and render unreadable all such copies or records from all computers, servers, storage devices and media, except to the extent that through the exercise of reasonable commercial efforts the same cannot be removed from databases or records that are not maintained specific to Disclosing Party. The return or destruction of Confidential Information shall not release Receiving Party from its obligations under this Section 8provisions set forth herein. (C) In the event of any reasonably suspected disclosure or loss of, or inability to account for, any of Disclosing Party’s Confidential Information, Receiving Party shall promptly and at its own expense: (1) notify Disclosing Party in writing; (2) take such actions as may be necessary or reasonably requested by Disclosing Party to minimize the breach; and (3) cooperate in all reasonable respects with Disclosing Party to minimize the breach and any damage resulting therefrom.

Ownership and Return of Confidential Information. (A) All Confidential Information disclosed to either party pursuant to this Agreement shall be and remain the property of the Party providing itdisclosing Party. Nothing in At the Agreement shall be construed as granting any rights in or to Confidential Information to the Receiving Party, except the right request of use in accordance with the terms of the Agreement. Upon written request by the Disclosing Party, or in the Receiving event that the Recipient and the Disclosing Party do not sign a Definitive Agreement within six (6) months from the date hereof, the Recipient and its representatives shall destroy or return promptly redeliver to the Disclosing Party all Confidential Information and any other written material containing or reflecting any Confidential Information (whether prepared by the Recipient, its directors, officers, employees, agents, advisors or otherwise), except material destroyed or retained pursuant to this paragraph. Neither the Recipient nor its representatives shall retain any copies, notes, extracts, compilations, analyses or other reproductions, in whole or in part, of such written material existing in any form whatsoever (including, without limitation, any such information retained on any form of electronic, magnetic, or optical media). All documents, memoranda, notes, other writings, other reproductions whatsoever prepared by the Recipient or its representatives, in any form whatsoever, shall be destroyed immediately and confirmation of such destruction shall be certified in writing to the Disclosing Party by an authorized officer supervising such destruction. Notwithstanding the foregoing, outside counsel (the identity of whom shall be revealed to the Disclosing Party) may, at the Recipient’s Confidential Informationdiscretion, except retain copies of documents at their offices solely for the Receiving Party shall be entitled to keep one copy purpose of the identifying Confidential Information in its archivesfurnished under the terms hereof, except provided such counsel shall take appropriate measures to ensure that BES Cyber System Information kept in Contractor’s archives may only be kept for a maximum of four years after the Services are complete. The obligations of this Section 8 and of the Cyber Policy shall continue as long as Contractor retains any such Confidential Information covered by Section 8 remains confidential and shall not disclose such Confidential Information without the Cyber Policy, including copies retained for archival or record-keeping purposes. (B) Upon express prior written request by consent of the Disclosing Party, Receiving Party shall promptly destroy or return to Disclosing Party all Disclosing Party’s Confidential Information in Receiving Party’s possession or under its control, together with all copies thereof, and if so directed, shall certify in writing to Disclosing Party the destruction of such materials; except that Receiving Party shall be entitled to keep one copy of the Confidential Information in a secured archival system. With respect to any electronic or computer copies or records of or relating to Confidential Information, without limiting the foregoing, Receiving Party shall shred, permanently delete or otherwise irretrievably destroy and render unreadable all such copies or records from all computers, servers, storage devices and media, except to the extent that through the exercise of reasonable commercial efforts the same cannot be removed from databases or records that are not maintained specific to Disclosing Party. The return or destruction of Confidential Information shall not release Receiving Party from its obligations under this Section 8. (C) In the event of any reasonably suspected disclosure or loss of, or inability to account for, any of Disclosing Party’s Confidential Information, Receiving Party shall promptly and at its own expense: (1) notify Disclosing Party in writing; (2) take such actions as may be necessary or reasonably requested by Disclosing Party to minimize the breach; and (3) cooperate in all reasonable respects with Disclosing Party to minimize the breach and any damage resulting therefrom.

Ownership and Return of Confidential Information. (A) All Confidential Information shall be and remain the property of the Party providing it. Nothing in the Agreement shall be construed as granting any rights in or to Confidential Information to the Receiving Party, except the right of use in accordance with the terms of the Agreement. Upon written request by the Disclosing Party, the Receiving Party shall destroy or return to Disclosing Party all the Disclosing Party’s Confidential Information, except the Receiving Party shall be entitled to keep one copy of the Confidential Information in its archives, except that BES Cyber System Information kept in Contractor’s archives may only be kept for a maximum of four years after the Services are complete. The obligations of this Section 8 9 and of the Cyber Policy shall continue as long as Contractor retains any Confidential Information covered by Section 8 9 and the Cyber Policy, including copies retained for archival or record-keeping purposes. (B) Upon written request by the Disclosing Party, Receiving Party shall promptly destroy or return to Disclosing Party all Disclosing Party’s Confidential Information in Receiving Party’s possession or under its control, together with all copies thereof, and if so directed, shall certify in writing to Disclosing Party the destruction of such materials; except that Receiving Party shall be entitled to keep one copy of the Confidential Information in a secured archival system. With respect to any electronic or computer copies or records of or relating to Confidential Information, without limiting the foregoing, Receiving Party shall shred, permanently delete or otherwise irretrievably destroy and render unreadable all such copies or records from all computers, servers, storage devices and media, except to the extent that through the exercise of reasonable commercial efforts the same cannot be removed from databases or records that are not maintained specific to Disclosing Party. The return or destruction of Confidential Information shall not release Receiving Party from its obligations under this Section 89. (C) In the event of any reasonably suspected disclosure or loss of, or inability to account for, any of Disclosing Party’s Confidential Information, Receiving Party shall promptly and at its own expense: (1) notify Disclosing Party in writing; (2) take such actions as may be necessary or reasonably requested by Disclosing Party to minimize the breach; and (3) cooperate in all reasonable respects with Disclosing Party to minimize the breach and any damage resulting therefrom.