Common use of Proprietary Data Clause in Contracts

Proprietary Data. 16.1 The Parties recognize that technical information may be disclosed by one Party to the other Party in the course of performance under the Contract and that the disclosing Party may desire to protect such information against unrestricted use or disclosure to others. To provide protection for such information, each Party agrees to respect such information and, to the extent it includes proprietary data, to handle such information as provided for in this Article. 16.2 For the purpose of this Contract, the term “proprietary data” means each Party’s proprietary, secret, or confidential information, data, processes, and physical materials, including information originated by, or available only from the disclosing Party and information originating with a Third Party or Related Third Party with respect to which the disclosing Party has limited disclosure rights, and which the disclosing Party desires to protect against unrestricted disclosure to others, provided that such information, data, processes, and physical materials are marked “proprietary data” or with an equivalent legend or, if disclosed orally, is identified as proprietary at the time of disclosure and then summarized in a written document marked as “proprietary data” that is supplied to the receiving Party within ten (10) days of initial disclosure. 16.3 Except as permitted herein and in paragraph 16.4 below, a Party receiving proprietary data shall take all reasonable precautions to prevent publication or disclosure of proprietary data to others, and shall use such data only for the purpose of performance under the Contract. Except as permitted herein and in paragraph 16.4 below, any other use of such proprietary data shall be made only upon prior written consent of the disclosing Party. Each Party agrees to protect the other Party’s proprietary data with the same degree of care as it protects its own proprietary data (but in no event less than a reasonable degree of care), and to restrict disclosures of such proprietary data to those persons, entities (i.e. insurance underwriters) and subcontractors having a need to know the data provided any such person, entity or subcontractor must first agree in writing to treat any such proprietary data as confidential. 16.4 The aforementioned restrictions on the use and disclosure of proprietary data shall not apply if the proprietary data: (i) Is in the public domain at the time of receipt or comes into public domain thereafter through no act of the receiving Party that is inconsistent with the aforementioned restrictions; (ii) Known to the receiving Party prior to disclosure by the disclosing Party; (iii) Disclosed with the prior written approval of the disclosing Party; (iv) Independently developed by the receiving Party; or (v) Lawfully disclosed to the receiving Party by a Third Party under conditions permitting such disclosure; (vi) Is required by applicable law, regulation or governmental order to be disclosed (but in such case only to the extent so required to be disclosed). 16.5 Upon termination or upon completion of performance under the Contract, and upon the request of one Party, the other Party shall return all proprietary data (including any copies thereof) received from that Party, or provide written certification that such proprietary data has been destroyed, except that either Party may retain a legal file copy. 16.6 Neither Party assumes any liability to the other Party for damages arising from the use of or reliance upon any information disclosed pursuant to this Article 16, except as provided elsewhere herein. 16.7 Information exchanged under this Contract may be subject to U.S. and U.K. export control laws and regulations, such as the U.S. International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR). The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or Related Third Party without first obtaining written approval from the disclosing party and complying with all applicable U.S. export control laws and regulations. Such approval shall not be unreasonably withheld. 16.8 Information exchanged under this Contract may be subject to Russian and/or Ukrainian export control laws and regulations. The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or a Related Third Party without first obtaining written approval from the disclosing Party and complying with all applicable export control laws and regulations. Such approval shall not be unreasonably withheld.

Proprietary Data. 16.1 The Parties recognize that technical information may be disclosed by one Party to the other Party in the course of performance under the Contract and that the disclosing Party may desire to protect such information against unrestricted use or disclosure to others. To provide protection for such information, each Party agrees to respect such information and, to the extent it includes proprietary data, to handle such information as provided for in this Article. 16.2 For the purpose of this Contract, the term “"proprietary data” " means each Party’s 's proprietary, secret, or confidential information, data, processes, and physical materials, including information originated by, or available only from the disclosing Party and information originating with a Third Party or Related Third Party with respect to which the disclosing Party has limited disclosure rights, and which the disclosing Party desires to protect against unrestricted disclosure to others, provided that such information, data, processes, and physical materials are marked “"proprietary data” " or with an equivalent legend or, if disclosed orally, is identified as proprietary at the time of disclosure and then summarized in a written document marked as “"proprietary data” " that is supplied to the receiving Party within ten (10) days of initial disclosure. 16.3 Except as permitted herein and in paragraph 16.4 below, a Party receiving proprietary data shall take all reasonable precautions to prevent publication or disclosure of proprietary data to others, and shall use such data only for the purpose of performance under the Contract. Except as permitted herein and in paragraph 16.4 below, any other use of such proprietary data shall be made only upon prior written consent of the disclosing Party. Each Party agrees to protect the other Party’s 's proprietary data with the same degree of care as it protects used to protect its own proprietary data (but in no event less than a reasonable degree of care), and to restrict disclosures of such proprietary data to those persons, entities (i.e. insurance underwriters) and subcontractors having a need to know the data provided any such person, entity or subcontractor must first agree in writing to treat any such proprietary data as confidential. 16.4 The aforementioned restrictions on the use and disclosure of proprietary data shall not apply if the proprietary data: (i) 16.4.1 Is in the public domain at the time of receipt or comes into public domain thereafter through no act of the receiving Party that is inconsistent with the aforementioned restrictions; (ii) Known 16.4.2 Is known to the receiving Party prior to disclosure by the disclosing Party; (iii) Disclosed 16.4.3 Is disclosed with the prior written approval of the disclosing Party; (iv) Independently 16.4.4 Is independently developed by the receiving Party; or (v) Lawfully disclosed to the receiving Party by a Third Party under conditions permitting such disclosure; (vi) Is required by applicable law, regulation or governmental order to be disclosed (but in such case only to the extent so required to be disclosed). 16.5 Upon termination or upon completion of performance under the Contract, and upon the request of one Party, the other Party shall return all proprietary data (including any copies thereof) received from that Party, or provide written certification that such proprietary data has been destroyed, except that either Party may retain a legal file copy. 16.6 Neither Party assumes any liability to the other Party for damages arising from the use of or reliance upon any information disclosed pursuant to this Article 16, except as provided elsewhere herein. 16.7 Information exchanged under this Contract may be subject to U.S. and U.K. export control laws and regulations, such as the U.S. International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR). The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or Related Third Party without first obtaining written approval from the disclosing party and complying with all applicable U.S. export control laws and regulations. Such approval shall not be unreasonably withheld. 16.8 Information exchanged under this Contract may be subject to Russian and/or Ukrainian export control laws and regulations. The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or a Related Third Party without first obtaining written approval from the disclosing Party and complying with all applicable export control laws and regulations. Such approval shall not be unreasonably withheld.

Proprietary Data. 16.1 The Parties recognize that technical information may be disclosed by one Party to Contractor and the other Party in the course of performance under the Contract and that the disclosing Party may desire to protect Seller shall exchange such information against unrestricted use or disclosure to others. To provide protection for such information, each Party agrees to respect such information and, to the extent it includes appropriate proprietary data, to handle such information as provided for in this Article. 16.2 For the purpose of this Contract, the term “proprietary data” means each Party’s proprietary, secret, or confidential information, dataplans, processes, and physical materials, including information originated by, or available only from the disclosing Party and information originating with a Third Party or Related Third Party with respect etc. (hereinafter referred to which the disclosing Party has limited disclosure rights, and which the disclosing Party desires to protect against unrestricted disclosure to others, provided that such information, data, processes, and physical materials are marked “proprietary data” or with an equivalent legend or, if disclosed orally, is identified as proprietary at the time of disclosure and then summarized in a written document marked as “proprietary data” that ”) as is supplied reasonably required for each to perform its obligations hereunder. The acceptable standard of care required of either the receiving Party within ten (10) days of initial disclosure. 16.3 Except as permitted herein and in paragraph 16.4 below, a Party Contractor or the Seller receiving proprietary data shall take all reasonable precautions hereunder, to prevent publication or disclosure of proprietary data to othersthereof, and shall use such data only for the purpose of performance under the Contract. Except as permitted herein and in paragraph 16.4 below, any other use of such proprietary data shall be made only upon prior written consent of the disclosing Party. Each Party agrees to protect the other Party’s proprietary data with the same degree of care standard used by the Contractor or the Seller, as it protects the case may be in protecting its own proprietary data (but in no event less than a reasonable degree information against disclosure. Notwithstanding the foregoing, neither the Contractor nor the Seller shall be liable for disclosure of care), and to restrict disclosures of such proprietary data to those persons, entities (i.e. insurance underwriters) and subcontractors having a need to know the data provided any such person, entity or subcontractor must first agree in writing to treat any such proprietary data as confidential. 16.4 The aforementioned restrictions on the use and disclosure of proprietary data shall not apply if the proprietary datasame: (ia) Is Was in the public domain at the time of receipt or comes into public domain thereafter through no act of the receiving Party that is inconsistent with the aforementioned restrictions; (ii) Known to the receiving Party prior to disclosure by the disclosing Party; (iii) Disclosed with the prior written approval of the disclosing Party; (iv) Independently developed by the receiving Partyit was disclosed; or (vb) Lawfully disclosed Was known to the receiving Party by a Third Party under conditions permitting recipient at the time of such disclosure;; or (vic) Is disclosed inadvertently despite the exercise of the same degree of care as such disclosing party ordinarily takes to preserve and safeguard its own proprietary information, but not less than reasonable care; or d) Is disclosed after three (3) years from the completion date of this Agreement or e) Is expressly disclosed by one party on a non-restricted basis to the others; or f) Is subsequently learned from a third party that does not impose an obligation of confidentiality on the receiving party; or g) Disclosure is required by applicable lawan authorized representative of the United States Government, regulation and the disclosing party notifies the other of such disclosure sufficiently in advance to permit the other party to take the steps it considers necessary to prevent or governmental order restrict such disclosure, and uses its best efforts to be disclosed (but in require the imposition of appropriate safeguards to prevent the disclosure of such case only proprietary data, and to limit the extent so amount of proprietary data required to be disclosed).; or 16.5 Upon termination h) Is lawfully disclosed without authority by the United States Government The IBTCI and the Seller shall retain all rights with respect to any such proprietary data possessed prior to this Agreement. Except as specifically authorized by this Agreement, or as otherwise approved by the IBTCI, records or other information, documents and materials furnished by USAID to the IBTCI in the performance of this Agreement or information developed by the Seller in the course of the work hereunder will be used only in connection with the work performed under this Prime Contract. The Seller will, upon completion or termination of performance under the Contractthis Agreement transmit to IBTCI and, as authorized, USAID all records or other information, documents and materials, and upon the request of one Party, the other Party shall return all proprietary data (including any copies thereof) received from that Party, or provide written certification that such proprietary data has been destroyed, except that either Party may retain a legal file copy. 16.6 Neither Party assumes any liability furnished to the other Party for damages arising from Seller or developed by the use Seller in the performance of or reliance upon any information disclosed pursuant to this Article 16, except as provided elsewhere hereinAgreement. 16.7 Information exchanged under this Contract may be subject to U.S. and U.K. export control laws and regulations, such as the U.S. International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR). The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or Related Third Party without first obtaining written approval from the disclosing party and complying with all applicable U.S. export control laws and regulations. Such approval shall not be unreasonably withheld. 16.8 Information exchanged under this Contract may be subject to Russian and/or Ukrainian export control laws and regulations. The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or a Related Third Party without first obtaining written approval from the disclosing Party and complying with all applicable export control laws and regulations. Such approval shall not be unreasonably withheld.

Proprietary Data. 16.1 The Parties recognize that technical information may be disclosed by one Party to the other Party in the course of performance under the Contract and that the disclosing Party may desire to protect such information against unrestricted use or disclosure to others. To provide protection for such information, each Party agrees to respect such information and, to the extent it includes proprietary data, to handle such information as provided for in this Article. 16.2 For the purpose of this Contract, the term “"proprietary data” " means each Party’s 's proprietary, secret, or confidential information, data, processes, and physical materials, including information originated by, or available only from the disclosing Party and information originating with a Third Party or Related Third Party with respect to which the disclosing Party has limited disclosure rights, and which the disclosing Party desires to protect against unrestricted disclosure to others, provided that such information, data, processes, and physical materials are marked “"proprietary data” " or with an equivalent legend or, if disclosed orally, is identified as proprietary at the time of initial disclosure and then summarized in a written document marked as “"proprietary data” " that is supplied to the receiving Party within ten (10) days of initial disclosure. 16.3 Except as permitted herein in the last sentence of this Paragraph 16.3 and in paragraph Paragraph 16.4 below, a Party receiving proprietary data shall take all reasonable precautions to prevent publication or disclosure of proprietary data to others, and shall use such data only for the purpose of performance under the Contract. Except as permitted herein in the last sentence of this Paragraph 16.3 and in paragraph Paragraph 16.4 below, any other use of such proprietary data shall be made only upon prior written consent of the disclosing Party. Each Party agrees to protect the other Party’s 's proprietary data with the same degree of care as it protects its own proprietary data (but in no event less than a reasonable degree of care), and to restrict disclosures of such proprietary data to those persons, entities (i.e. e.g., insurance underwriters) and subcontractors having a need to know the data data, provided any such person, entity or subcontractor must first agree in writing to treat any such proprietary data as confidential. 16.4 The aforementioned restrictions on the use and disclosure of proprietary data shall not apply if the proprietary data: (i) 16.4.1 Is in the public domain at the time of receipt or comes into public domain thereafter through no act of the receiving Party that is inconsistent with the aforementioned restrictions;; -26- XM and Sea Launch Proprietary (ii) 16.4.2 Known to the receiving Party prior to disclosure by the disclosing Party; (iii) 16.4.3 Disclosed with the prior written approval of the disclosing Party; (iv) 16.4.4 Independently developed by the receiving Party; or; (v) 16.4.5 Lawfully disclosed to the receiving Party by a Third Party under conditions permitting such disclosure;; or (vi) 16.4.6 Is required by applicable law, regulation or governmental order to be disclosed (but in such case only to the extent so required to be disclosed). 16.5 Upon termination or upon completion of performance under the Contract, and upon the request of one Party, the other Party shall return all proprietary data (including any copies thereof) received from that Party, or provide written certification that such proprietary data has been destroyed, except that either Party may retain a legal file copy. 16.6 Neither Party assumes any liability to the other Party for damages arising from the use of or reliance upon any information disclosed pursuant to this Article 16, except as provided elsewhere herein. 16.7 Information exchanged under this Contract Agreement may be subject to U.S. and U.K. export control laws and regulations, such as the U.S. International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation Regulations (EAR). The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating document to clearly indicate the relevant restrictions or applicable laws and regulationsregulations that apply to the disclosed information. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or a Related Third Party without first obtaining written approval from the disclosing party and complying with all applicable U.S. export control laws and regulations. Such approval shall not be unreasonably withheld. 16.8 16.7 Information exchanged under this Contract Agreement may be subject to Russian and/or and Ukrainian export control laws and regulations. The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating document to clearly indicate the relevant restrictions or applicable laws and regulationsregulations that apply to the disclosed information. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or a Related Third Party without first obtaining written approval from the disclosing Party and complying with all applicable U.S. export control laws and regulations. Such approval shall not be unreasonably withheld.

Proprietary Data. 16.1 The Parties recognize that technical information may be disclosed by one Party to the other Party in the course of performance under the Contract and that the disclosing Party may desire to protect such information against unrestricted use or disclosure to others. To provide protection for such information, each Party agrees to respect such information and, to the extent it includes proprietary data, to handle such information as provided for in this Article. 16.2 For the purpose of this Contract, the term “"proprietary data” " means each Party’s 's proprietary, secret, or confidential information, data, processes, and physical materials, including information originated by, or available only from the disclosing Party and information originating with a Third Party or Related Third Party with respect to which the disclosing Party has limited disclosure rights, and which the disclosing Party desires to protect against unrestricted disclosure to others, provided that such information, data, processes, and physical materials are marked “"proprietary data” " or with an equivalent legend or, if disclosed orally, is identified as proprietary at the time of disclosure and then summarized in a written document marked as “proprietary data” that is supplied to the receiving Party within ten (10) days of initial disclosurelegend. 16.3 Except as permitted herein and in paragraph 16.4 below, a A Party receiving proprietary data shall take all reasonable precautions to prevent publication or disclosure of proprietary data to others, and shall use such data only for the purpose of performance under the Contract. Except as permitted herein and in paragraph 16.4 below, any Any other use of such proprietary data shall be made only upon prior written consent of the disclosing Party. Each Party agrees to protect the other Party’s 's proprietary data with the same degree of care as it protects its own proprietary data (but in no event less than a reasonable degree of care)data, and to restrict disclosures of such proprietary data to those persons, entities (i.e. insurance underwriters) persons and subcontractors having a need to know the data provided any such person, entity or subcontractor must first agree in writing to treat any such proprietary data as confidentialdata. 16.4 The aforementioned restrictions on the use and disclosure of proprietary data shall not apply if the proprietary data: (i) 16.4.1 Is in the public domain at the time of receipt or comes into public domain thereafter through no act of the receiving Party that is inconsistent with the aforementioned restrictions; (ii) 16.4.2 Known to the receiving Party prior to disclosure by the disclosing Party; (iii) 16.4.3 Disclosed with the prior written approval of the disclosing Party; (iv) 16.4.4 Independently developed by the receiving Party; or (v) Lawfully disclosed or Use or disclosure of data contained on this sheet is subject to the receiving Party by a Third Party under conditions permitting such disclosure; (vi) Is required by applicable law, regulation or governmental order to be disclosed (but in such case only to restriction on the extent so required to be disclosed). 16.5 Upon termination or upon completion title page of performance under the Contract, and upon the request of one Party, the other Party shall return all proprietary data (including any copies thereof) received from that Party, or provide written certification that such proprietary data has been destroyed, except that either Party may retain a legal file copy. 16.6 Neither Party assumes any liability to the other Party for damages arising from the use of or reliance upon any information disclosed pursuant to this Article 16, except as provided elsewhere herein. 16.7 Information exchanged under this Contract may be subject to U.S. and U.K. export control laws and regulations, such as the U.S. International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR). The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or Related Third Party without first obtaining written approval from the disclosing party and complying with all applicable U.S. export control laws and regulations. Such approval shall not be unreasonably withheldDocument. 16.8 Information exchanged under this Contract may be subject to Russian and/or Ukrainian export control laws and regulations. The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or a Related Third Party without first obtaining written approval from the disclosing Party and complying with all applicable export control laws and regulations. Such approval shall not be unreasonably withheld.

Proprietary Data. 16.1 The Parties recognize that technical information may be disclosed by one Party to the other Party in the course of performance under the Contract and that the disclosing Party may desire to protect such information against unrestricted use or disclosure to others. To provide protection for such information, each Party agrees to respect such information and, to the extent it includes proprietary data, to handle such information as provided for in this Article. 16.2 For the purpose of this Contract, the term “proprietary data” means each Party’s proprietary, secret, or confidential information, data, processes, and physical materials, including information originated by, or available only from the disclosing Party and information originating with a Third Party or Related Third Party with respect to which the disclosing Party has limited disclosure rights, and which the disclosing Party desires to protect against unrestricted disclosure to others, provided that such information, data, processes, and physical materials are marked as “confidential” and/or “proprietary data” or with an equivalent legend or, if disclosed orally, is identified as confidential proprietary at the time of disclosure and then summarized in a written document marked as “confidential” and/or “proprietary data” that is supplied to the receiving Party within ten (10) days Days of initial disclosure. 16.3 Except as permitted herein and in paragraph Article 16.4 below, a Party receiving proprietary data shall take all reasonable precautions to prevent publication or disclosure of proprietary data to others, and shall use such data only for the purpose of performance under the Contract. Except as permitted herein and in paragraph Article 16.4 below, any other use of such proprietary data shall be made only upon prior written consent of the disclosing Party. Each Party agrees to protect the other Party’s proprietary data with the same degree of care as it protects its own proprietary data (but in no event less than a reasonable degree of care), and to restrict disclosures of such proprietary data to those persons, entities (i.e. insurance underwriters) ), subcontractors and subcontractors consultants having a need to know the data provided any such person, entity entity, subcontractor or subcontractor consultant must first agree in writing to treat any such proprietary data as confidential. 16.4 The aforementioned restrictions on the use and disclosure of proprietary data shall not apply if the proprietary data: (i) 16.4.1 Is in the public domain at the time of receipt or comes into public domain thereafter through no act of the receiving Party that is inconsistent with the aforementioned restrictions; (ii) Known 16.4.2 Is known to the receiving Party prior to disclosure by the disclosing Party; (iii) Disclosed 16.4.3 Is disclosed with the prior written approval of the disclosing Party; (iv) Independently 16.4.4 Is independently developed by the receiving Party; or; (v) Lawfully 16.4.5 Is lawfully disclosed to the receiving Party by a Third Party under conditions permitting such disclosure; (vi) 16.4.6 Is required to finance MSV’s or Sea Launch’s business, by applicable law, regulation or governmental order to be disclosed (disclosed, but in such case only to the extent so required to be disclosed). 16.5 Upon termination or upon completion of performance under the Contract, and upon the request of one Party, the other Party shall return all proprietary data (including any copies thereof) received from that Party, or provide written certification that such proprietary data has been destroyed, except that either Party may retain a one legal file copy. 16.6 Neither Party assumes any liability to the other Party for damages arising from the use of or reliance upon any information disclosed pursuant to this Article 16, except as provided elsewhere herein. 16.7 Information exchanged under this Contract may be subject to U.S. and U.K. export control laws and regulations, such as the U.S. International Traffic in Arms Regulations (ITAR) or the Export Administration Regulation (EAR). The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or Related Third Party without first obtaining written approval from the disclosing party and complying with all applicable U.S. export control laws and regulations. Such approval shall not be unreasonably withheld. 16.8 Information exchanged under this Contract may be subject to Russian and/or Ukrainian export control laws and regulations. The disclosing Party shall clearly xxxx any such information exchanged with an appropriate legend indicating the relevant restrictions or applicable laws and regulations. The receiving Party agrees that such information subject to such export control laws and regulations shall not be disclosed or transferred to a Third Party or a Related Third Party without first obtaining written approval from the disclosing Party and complying with all applicable export control laws and regulations. Such approval shall not be unreasonably withheld.