Common use of Proprietary Information and Confidentiality Clause in Contracts

Proprietary Information and Confidentiality. 5.1. Exponent acknowledges the confidential and secret character of the Proprietary Information, and agrees the Proprietary Information is the sole, exclusive and extremely valuable property of Client. Accordingly, Exponent agrees not to use the Proprietary Information except in the performance of this Agreement, and not to disclose all or any part of the Proprietary Information in any form to any third party, either during or after the term of this Agreement, without the prior written consent of Client. Notwithstanding the foregoing, Exponent may disclose Proprietary Information without violating the obligations of this Agreement to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Exponent gives Client reasonable prior written notice of such disclosure and makes a reasonable effort to assist Client in obtaining a protective order preventing or limiting the disclosure and/or requiring that the Proprietary Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. Upon termination of this Agreement for any reason, including expiration, Exponent agrees to cease using and to return to Client all whole and partial copies and derivatives of the Proprietary Information, whether in Exponent’s possession or under Exponent’s direct or indirect control. Exponent will use commercially reasonable efforts to cause all Exponent personnel, independent contractors, and consultants providing Services hereunder to be bound by this section. Exponent’s obligations under this Section 5 shall terminate 5 years from the date of last disclosure of Your Proprietary Information to Exponent hereunder. 5.2. Exponent and Client agree that they will each comply with all applicable data protection laws and regulations in any relevant jurisdiction with respect to dealing with, disclosing and exchanging any Personal Data in connection with this Agreement.” 5.3. Upon contract expiration or termination of the contract, Exponent will immediately provide to the designated Contractor Administrator electronic copies of the data collected and recorded. Data format will be agreed upon by both Exponent and Client, but at a minimum, data records will be provided in ASCII comma, separated value (CSV) format, with binary images in TIFF, JPG, or PDF format.

Proprietary Information and Confidentiality. 5.110.1. Exponent acknowledges The Manufacturer shall regard and preserve as confidential all Information related to the Company’s business, whether revealed to or learned by the Manufacturer from any source as a result of this Agreement. 10.2. Except to the extent that it is absolutely necessary and essential to the process of training employees for the manufacture of the Products, the Manufacturer shall not disclose nor disseminate, nor permit to be disclosed or disseminated, any customer list, cost structure, pricing, methods, formulation, technical information, know-how, patents, trademarks, processes, programs, practices, or other material or data conceived, designed, created, developed, used, assembled or manufactured by the Company. 10.3. The Manufacturer further undertakes during the continuance of this Agreement and thereafter, in perpetuity as long as same remains a trade secret: i. to treat all and any such Confidential Information as confidential and secret character and not use any of such Confidential Information for any purpose other than the purpose of evaluating such Confidential Information in connection with the manufacturing of the Proprietary Product, including the cost structure, formulation and other proprietary information; ii. to take all reasonable steps to protect the confidentiality of such Confidential Information, and agrees the Proprietary Information is the sole, exclusive and extremely valuable property of Client; iii. Accordingly, Exponent agrees not to use the Proprietary Information except in the performance of this Agreement, and not to disclose all any of such Confidential Information in whole or in any part of the Proprietary Information in any form to any third party, either during or after the term of this Agreement, party without the prior written consent of Clientthe Company save to its Authorised representatives who need to know the same for the purpose of evaluating such Confidential Information in connection with the Products; iv. Notwithstanding to ensure each Authorised Representative to whom it discloses such Confidential Information is made aware of the foregoing, Exponent may disclose Proprietary Information without violating the obligations provisions of this Agreement to the extent agreement before such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Exponent gives Client reasonable prior written notice of Authorised Representative receives any such disclosure Confidential Information and makes a reasonable effort to assist Client agrees in obtaining a protective order preventing or limiting the disclosure and/or requiring that the Proprietary Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. Upon termination of this Agreement for any reason, including expiration, Exponent agrees to cease using and to return to Client all whole and partial copies and derivatives of the Proprietary Information, whether in Exponent’s possession or under Exponent’s direct or indirect control. Exponent will use commercially reasonable efforts to cause all Exponent personnel, independent contractors, and consultants providing Services hereunder writing to be bound by this section. Exponent’s obligations under this Section 5 shall terminate 5 years from the date of last confidentiality and non-disclosure to third parties in respect of Your Proprietary such Confidential Information and to Exponent hereunderreturn or destroy such Confidential Information on request. 5.210.4. Exponent The obligations of Confidentiality and Client agree the prohibition against use undertaken in this Agreement by the Manufacturer shall not apply to any Confidential Information which the Manufacturer can show by clear and convincing evidence: i. is already known to the Manufacturer on a non-proprietary basis at the time it is disclosed to the Manufacturer or subsequently comes into the public domain otherwise than as a result of any breach of this Agreement by the Manufacturer or any of its Authorised Representatives; ii. is already known to the Manufacturer prior to disclosure which prior knowledge the Manufacturer can clearly demonstrate; iii. has been rightfully received by the Manufacturer from a third party without restriction on disclosure and without a breach of an obligation of confidentiality running directly to the Company; or has been approved for public release by written authorization by the Company. 10.5. Each party to this Agreement shall keep confidential and ensure that its respective employees and agents keep confidential, all confidential information which it or they will each comply with all applicable data protection laws and regulations may acquire in any relevant jurisdiction with respect relation to dealing with, disclosing and exchanging any Personal Data in connection with the Company or its business or affairs of every other party to this Agreement.” 5.3. Upon contract expiration or termination of the contract, Exponent will immediately provide to the designated Contractor Administrator electronic copies of the data collected and recorded. Data format will be agreed upon by both Exponent and Client, but at a minimum, data records will be provided in ASCII comma, separated value (CSV) format, with binary images in TIFF, JPG, or PDF format.

Proprietary Information and Confidentiality. 5.112.1. Exponent acknowledges The Manufacturer shall regard and preserve as confidential all Information related to the Company’s business, whether revealed to or learned by the Manufacturer from any source as a result of this Agreement. 12.2. Except to the extent that it is absolutely necessary and essential to the process of training employees for the manufacture of the Products, the Manufacturer shall not disclose nor disseminate, nor permit to be disclosed or disseminated, any customer list, cost structure, pricing, methods, formulation, technical information, know-how, patents, trademarks, processes, programs, practices, or other material or data conceived, designed, created, developed, used, assembled or manufactured by the Company. 12.3. The Manufacturer further undertakes during the continuance of this Agreement and thereafter, in perpetuity as long as same remains a trade secret: i. to treat all and any such Confidential Information as confidential and secret character and not use any of such Confidential Information for any purpose other than the purpose of evaluating such Confidential Information in connection with the manufacturing of the Proprietary Product, including the cost structure, formulation and other proprietary information; ii. to take all reasonable steps to protect the confidentiality of such Confidential Information, and agrees the Proprietary Information is the sole, exclusive and extremely valuable property of Client; iii. Accordingly, Exponent agrees not to use the Proprietary Information except in the performance of this Agreement, and not to disclose all any of such Confidential Information in whole or in any part of the Proprietary Information in any form to any third party, either during or after the term of this Agreement, party without the prior written consent of Clientthe Company save to its Authorised representatives who need to know the same for the purpose of evaluating such Confidential Information in connection with the Products; iv. Notwithstanding to ensure each Authorised Representative to whom it discloses such Confidential Information is made aware of the foregoing, Exponent may disclose Proprietary Information without violating the obligations provisions of this Agreement to the extent agreement before such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Exponent gives Client reasonable prior written notice of Authorised Representative receives any such disclosure Confidential Information and makes a reasonable effort to assist Client agrees in obtaining a protective order preventing or limiting the disclosure and/or requiring that the Proprietary Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. Upon termination of this Agreement for any reason, including expiration, Exponent agrees to cease using and to return to Client all whole and partial copies and derivatives of the Proprietary Information, whether in Exponent’s possession or under Exponent’s direct or indirect control. Exponent will use commercially reasonable efforts to cause all Exponent personnel, independent contractors, and consultants providing Services hereunder writing to be bound by this section. Exponent’s obligations under this Section 5 shall terminate 5 years from the date of last confidentiality and non-disclosure to third parties in respect of Your Proprietary such Confidential Information and to Exponent hereunderreturn or destroy such Confidential Information on request. 5.212.4. Exponent The obligations of Confidentiality and Client agree that they will each comply with all applicable data protection laws the prohibition against use undertaken in this Agreement by the Manufacturer shall not apply to any Confidential Information which the Manufacturer can show by clear and regulations in any relevant jurisdiction with respect to dealing with, disclosing and exchanging any Personal Data in connection with this Agreement.”convincing evidence: 5.3. Upon contract expiration or termination of the contract, Exponent will immediately provide i. is already known to the designated Contractor Administrator electronic copies Manufacturer on a non-proprietary basis at the time it is disclosed to the Manufacturer or subsequently comes into the public domain otherwise than as a result of any breach of this Agreement by the data collected and recordedManufacturer or any of its Authorised Representatives; ii. Data format will be agreed upon by both Exponent and Client, but at a minimum, data records will be provided in ASCII comma, separated value (CSV) format, with binary images in TIFF, JPG, or PDF format.is already known to the Manufacturer prior to disclosure which prior knowledge the Manufacturer can clearly demonstrate;

Proprietary Information and Confidentiality. 5.1BBB is aware that in the course of its engagement with Company during the Term and/or in connection therewith, BBB may have access to, and be entrusted with, technical, proprietary, sales, legal, financial, and other data and information pertaining to Company's business and products, including information received by Company from any third party subject to obligations of confidentiality towards said third party, all of which data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as "Proprietary Information", except for such information which, on the date of disclosure, is already known to BBB without restriction on disclosure, as evidenced in records, or Proprietary Information that on the date of disclosure, is, or thereafter becomes, available in the public domain through no fault on the part of BBB, or which was provided to BBB by a third party that is not bound by confidentiality to the Company. Exponent acknowledges the confidential BBB agrees and secret character of the declares that all Proprietary Information, patents and/or patent applications, copyrights and agrees other intellectual property rights in connection therewith, are and shall remain the Proprietary Information is the sole, exclusive and extremely valuable sole property of ClientCompany and its assigns. Accordingly, Exponent agrees not to use During the Proprietary Information except in the performance Term of this Agreement, and upon its expiration thereafter, BBB shall keep in confidence and trust all Proprietary Information, and will not to use or disclose all and/or make available, directly or any part of the Proprietary Information in any form indirectly, to any third party, either during or after the term of this Agreement, party any Proprietary Information without the prior written consent of ClientCompany, except and to the extent as may be necessary in the ordinary course of performing the Services and his duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial decision or determination of any governmental entity. Notwithstanding Without derogating from the generality of the foregoing, Exponent may disclose Proprietary Information without violating BBB shall exercise the obligations highest degree of this Agreement to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Exponent gives Client reasonable prior written notice of such disclosure and makes a reasonable effort to assist Client care in obtaining a protective order preventing or limiting the disclosure and/or requiring that safeguarding the Proprietary Information so disclosed be used only for against loss, theft or other inadvertent disclosure and to take all reasonable steps necessary to ensure the purposes maintaining of confidentiality. BBB acknowledges that any breach of his obligations pursuant to this Section 4 would cause substantial damage for which the law or regulation required, or for which the order was issuedCompany shall hold him liable. Upon The provisions of this Section 4 shall survive termination of this Agreement for and shall remain in full force and effect at all times thereafter. Without derogating from the Company's rights under law and/or agreement, BBB agrees that all discoveries, ideas, developments, inventions, improvements, mask works, trade secrets, copyrights, modifications, concepts, techniques, methods, technologies, know-how, designs, data, processes, proprietary information, whether or not patentable or otherwise protectable, and all intellectual property rights associated therewith, which BBB may (or have) invent(ed), make(de), develop(ed), discover(ed), conceive(d) or create(d), in whole or in part, independently or jointly with others, as a result of or within the framework of his services to the Company and/or with the use of any reasonCompany's equipment, including expirationsupplies, Exponent agrees to cease using facilities, or proprietary information, are and to return to Client all whole shall be the sole and partial copies and derivatives exclusive property of the Proprietary InformationCompany (collectively, whether the "IP Rights"). BBB shall have no rights, claims or interest whatsoever in Exponent’s possession or under Exponent’s direct or indirect control. Exponent will use commercially reasonable efforts to cause all Exponent personnel, independent contractors, and consultants providing Services hereunder to be bound by this section. Exponent’s obligations under this Section 5 shall terminate 5 years from the date of last disclosure of Your Proprietary Information to Exponent hereunder. 5.2. Exponent and Client agree that they will each comply with all applicable data protection laws and regulations in any relevant jurisdiction with respect to dealing withthe IP Rights, disclosing and exchanging any Personal Data in connection with this Agreement.” 5.3. Upon contract expiration or termination for the removal of the contract, Exponent will immediately provide doubt BBB hereby irrevocably and unconditionally assigns to the designated Contractor Administrator electronic copies of the data collected Company any and recorded. Data format will be agreed upon by both Exponent all rights and Client, but at a minimum, data records will be provided in ASCII comma, separated value (CSV) format, with binary images in TIFF, JPG, or PDF formatinterests therein.

Proprietary Information and Confidentiality. 5.112.01. Exponent acknowledges the Each party may have access to or be provided with certain scientific data, documentation and other proprietary confidential and secret character information of the Proprietary Informationother party heretofore maintained in strictest confidence by the source party as a trade secret; and, each party is willing to permit authorized representatives of the other party access to such confidential information for the limited purpose of accomplishing this Agreement. 12.02. Seller may disclose to Buyer certain proprietary information, data, test results, techniques or know-how, or permit Buyer to evaluate Seller’s products. All such technical information (whether disclosed by Seller or ascertained by Buyer through examination and evaluation of Seller’s products) shall be deemed confidential, proprietary, and agrees the Proprietary Information valuable trade secret information which is the sole, exclusive and extremely valuable property of ClientSeller and is referred to herein as “Confidential Information of Seller”. 12.03. AccordinglyBuyer may disclose to Seller certain proprietary information, Exponent agrees not data, test results, techniques, or know-how or permit Seller to examine and evaluate Buyer products. All such technical information (whether disclosed by Buyer or ascertained by Seller through examination and evaluation of Buyer’s products) shall be deemed confidential, proprietary and valuable trade secret information which is the exclusive property of Buyer and is refereed to herein as “Confidential Information of Buyer”. 12.04. Buyer shall use the Proprietary Confidential Information except in the performance of Seller exclusively for accomplishing this Agreement, . All Confidential Information of Seller received by Buyer shall remain the property of Seller and shall be kept confidential by Buyer and not disclosed to disclose all or any part of the Proprietary Information in any form to any third party, either during or after the term of this Agreement, without others except with the prior written consent of ClientSeller. 12.05. Notwithstanding Seller shall use the foregoing, Exponent may Confidential Information of Buyer exclusively for accomplishing this Agreement. All Confidential Information of Buyer received by Seller shall remain the property of Buyer and shall be kept confidential by Seller and not disclosed to others except with the prior consent of Buyer. 12.06. Each of the parties shall disclose Proprietary the Confidential Information without violating of the other party only to such of its own employees that require the information in order to carry out this Agreement and shall treat such Confidential Information as it would its own confidential information. Such employees shall be notified of the proprietary nature of the Confidential Information. 12.07. All Confidential Information disclosed in written form under this Agreement by either party shall be clearly marked as “proprietary” or “confidential”. All Confidential Information disclosed in any manner other that writing shall be preceded or followed by an oral or written statement indicating that the information is confidential or constitutes Confidential Information falling within the terms of this Agreement. 12.08. The restrictions and obligations upon the parties under this Agreement concerning confidentiality shall expire five (5) years from the last date of this Agreement and shall not apply to any portion of the Confidential Information of either party which: (A) is known to the extent such disclosure other party prior to receipt thereof under this Agreement, (B) is required disclosed without restriction to the other party in good faith by a valid order third party who is in lawful possession thereof and who has the right to make such disclosures; (C) is or shall have become public knowledge, by publication or otherwise, through no fault of the party having the obligation of confidentiality under this Agreement, or (D) is discovered by either party completely without reference to Confidential Information of the other party;or (E) is transmitted by a court or party after receiving notification in writing from the other governmental body having jurisdiction, provided that Exponent gives Client reasonable prior written notice of such disclosure and makes a reasonable effort to assist Client in obtaining a protective order preventing or limiting the disclosure and/or requiring party that the Proprietary Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issuedother party does not desire to receive any further Confidential Information. 12.09. Upon termination of this the Agreement for any reasonand the written request of a source party, including expiration, Exponent agrees to cease using and to the recipient party shall return to Client the other party all whole and partial copies and derivatives written Confidential Information of the Proprietary Information, whether in Exponent’s possession other party or under Exponent’s direct or indirect control. Exponent will use commercially reasonable efforts to cause other written materials and all Exponent personnel, independent contractors, compilations and consultants providing Services hereunder to be bound copies thereof received by this section. Exponent’s obligations under this Section 5 shall terminate 5 years such party from the date other, except to the degree that Seller shall deem necessary to meet any continuing warranty or other continuing obligations of last disclosure of Your Proprietary Information to Exponent Seller hereunder. 5.212.10. Exponent The parties specifically acknowledge and Client agree that they will the terms and conditions of the above restrictive covenants are reasonable and necessary for the protection of each comply with all applicable data protection laws party’s business and regulations Confidential Information and to prevent damage or loss to a party as a result of any action taken by the other party not in any relevant jurisdiction with respect to dealing with, disclosing and exchanging any Personal Data in connection compliance with this Agreement.” 5.312.11. Upon contract expiration The parties hereby acknowledge and agree that any breach by either party or termination any of its authorized representatives of the contractforegoing provisions of this Article 12 may cause the other party irreparable injury for which there is no adequate remedy at law. Therefore, Exponent will immediately provide the parties expressly agree that either party shall be entitled, in addition to any other remedies available, to injunctive and/or other equitable relief to require specific performance or prevent a breach under the provisions of this Agreement. However, no liabilities shall arise from disclosure of Confidential Information not resulting from the fault or negligence of the party to whom the information was provided hereunder. 12.12. The parties agree that the terms of this Article 12 shall be subject to the designated Contractor Administrator electronic copies Georgia Trade Secrets Act and that the Confidential Information of Seller and the Confidential Information of Buyer shall be treated as a Trade Secret as provided under such Act. 12.13. Neither party shall disclose the existence or terms of this Agreement without prior written approval of the data collected and recordedother party. Data format will be agreed upon by both Exponent and Client, but at a minimum, data records will be provided Seller shall not refer to Buyer in ASCII comma, separated value (CSV) format, with binary images in TIFF, JPG, or PDF formatany promotional literature without first obtaining the prior written consent of Buyer.