Common use of Prohibited Use or Disclosure Clause in Contracts

Prohibited Use or Disclosure. The Receiving Party shall not, without the prior written consent of the Disclosing Party: (a) use any portion of the Confidential Information for any purpose other than the analysis, negotiation, documentation, and/or consummation of the Possible Transaction (herein referred to as the “Permissible Uses”); (b) disclose any portion of the Confidential Information to any persons or entities other than to the directors, officers, employees, and agents (collectively, “Representatives”) of the Receiving Party who reasonably need to have access to the Confidential Information for a Permissible Use; or (c) directly or indirectly use, for the Receiving Party’s own account or the account of any other person or entity, any portion of the Confidential Information, or represent, advise, or assist any person or entity in so doing. Without limiting the foregoing, the Receiving Party shall use its best efforts, including employing reasonable safeguards, to prevent any disclosure of Confidential Information in breach of this Agreement. The Receiving Party shall be liable if any affiliate or Representative of the Receiving Party to whom the Receiving Party has disclosed Confidential Information commits any act or omission in contravention to the provisions of this Agreement.