Common use of Proprietary Information and Confidentiality Clause in Contracts

Proprietary Information and Confidentiality. 7.1 In the course of performing under this Agreement, COMPANY may disclose to GTRC COMPANY Proprietary Information, and GTRC may disclose to COMPANY GTRC Proprietary Information pursuant to proposing to or soliciting from the other Party research proposals and performing Research Projects by one or more Parties as set forth in approved Task Orders (hereinafter referred to as “Purpose”). 7.2 GTRC agrees to hold in confidence and not disclose any and all COMPANY Proprietary Information received from COMPANY hereunder. COMPANY agrees to hold in confidence and not disclose any and all GTRC Proprietary Information received from GTRC hereunder. The confidentiality obligations of each Party receiving Proprietary Information shall extend for three (3) years from the Effective Date of a Task Order. Unless otherwise permitted by this Agreement, each Party shall use the Proprietary Information only for and to the extent required to accomplish the Purpose under this Agreement. The Parties shall only disclose the Proprietary Information to those Staff Members that have a legitimate business need for such information and only for and to the extent required to accomplish the Purpose of this Agreement or to exercise the rights granted under this Agreement. Notwithstanding the foregoing, GTRC may disclose Proprietary Information to GIT provided that GIT is obligated to GTRC under terms at least as restrictive as those contained in this Agreement not to disclose Proprietary Information to any other third party. Either Party may disclose the other Party’s Proprietary Information to its affiliates, contractors, and consultants that are under a written obligation of confidentiality no less restrictive than contained herein to the extent necessary to accomplish the Purpose of this Agreement.

Proprietary Information and Confidentiality. 7.1 In the course of performing under this Agreement, COMPANY may disclose to GTRC UNIVERSITY COMPANY Proprietary Information, and GTRC UNIVERSITY may disclose to COMPANY GTRC UNIVERSITY Proprietary Information pursuant to proposing to or soliciting from the other Party research proposals and performing the Research Projects Project by one or more Parties as set forth in approved Task Orders the Statement of Work (hereinafter referred to as “Purpose”). 7.2 GTRC UNIVERSITY agrees to hold in confidence and not disclose any and all COMPANY Proprietary Information received from COMPANY hereunder. COMPANY agrees to hold in confidence and not disclose any and all GTRC UNIVERSITY Proprietary Information received from GTRC UNIVERSITY hereunder. The confidentiality obligations of each Party receiving Proprietary Information shall extend for three (3) years from the Effective Date date of a Task Orderdisclosure, when such disclosure is made consistent with Section 7.3. Unless otherwise permitted by this Agreement, each Party shall use the Proprietary Information only for and to the extent required to accomplish the Purpose under this Agreement. The Parties shall only disclose the Proprietary Information to those Staff Members that have a legitimate business need for such information and only for and to the extent required to accomplish the Purpose of this Agreement or to exercise the rights granted under this Agreement. Notwithstanding the foregoing, GTRC may disclose Proprietary Information to GIT provided that GIT is obligated to GTRC under terms at least as restrictive as those contained in this Agreement not to disclose Proprietary Information to any other third party. Either Party may disclose the other Party’s Proprietary Information to its affiliates, contractors, and consultants that are under a written obligation of confidentiality no less restrictive than contained herein to the extent necessary to accomplish the Purpose of this Agreement.

Proprietary Information and Confidentiality. 7.1 6.1 In the course of performing under this Agreement, COMPANY may disclose to GTRC COMPANY Proprietary Information, and GTRC may disclose to COMPANY GTRC Proprietary Information pursuant to proposing to or soliciting from the other Party research proposals and performing the Research Projects by one or more Parties as set forth in approved Task Orders Project (hereinafter referred to as “Purpose”). 7.2 6.2 GTRC agrees to hold in confidence and not disclose any and all COMPANY Proprietary Information received from COMPANY hereunder. COMPANY agrees to hold in confidence and not disclose any and all GTRC Proprietary Information received from GTRC hereunder. The confidentiality obligations of each Party receiving Proprietary Information shall extend for three (3) years from the Effective Date of a Task Orderthis Agreement. Unless otherwise permitted by this Agreement, each Party shall use the Proprietary Information only for and to the extent required to accomplish the Purpose under this Agreement. The Parties shall only disclose the Proprietary Information to those Staff Members that have a legitimate business need for such information and only for and to the extent required to accomplish the Purpose of this Agreement or to exercise the rights granted under this Agreement. Notwithstanding the foregoing, GTRC may disclose Proprietary Information to GIT provided that GIT is obligated to GTRC under terms at least as restrictive as those contained in this Agreement not to disclose Proprietary Information to any other third party. Either Party may disclose the other Party’s Proprietary Information to its affiliates, contractors, and consultants that are under a written obligation of confidentiality no less restrictive than contained herein herein, to the extent necessary to accomplish the Purpose of this Agreement. 6.3 Written information exchanged hereunder shall be clearly marked with an appropriate stamp or legend “Proprietary Information.” Markings such as “In Confidence”, “Proprietary”, “GTRC Use Only” or “COMPANY Use Only” shall be sufficient. Non-written information exchanged hereunder shall only be considered Proprietary Information if, at the time of such disclosure, the Proprietary Information being disclosed is identified as proprietary and the disclosing Party provides the receiving Party with a writing which clearly identifies the nature and content of the disclosed information within thirty (30) days after such disclosure. 6.4 Neither Party shall be liable to the other Party for the disclosure of Proprietary Information that: a. is published or otherwise in the public domain through no fault of the receiving Party; or b. can be demonstrated by the receiving Party to have been in its possession prior to receipt under this agreement; or c. is obtained by the receiving Party without restriction from a third party; or d. is independently developed by the receiving Party by individuals who have not had either direct or indirect access to such information; or e. is disclosed by the receiving Party to a third party with the written approval of the disclosing Party without any restriction. 6.5 The receiving Party shall, at the disclosing Party’s written request or upon expiration or upon termination of this Agreement, promptly return or destroy all materials, and/or samples furnished under this Agreement, including all copies thereof. The receiving shall have the right to retain one copy of such written information in its files for record purposes only. 6.6 In furnishing any information hereunder, the disclosing Party makes no warranty, guarantee or representation; either expressed or implied, as to its adequacy, accuracy, sufficiency or freedom from defects or that the use or reproduction of any information shall be free from any patent, trade secret, trademark or copyright infringement. The disclosing Party shall not be liable for damages of whatever kind or for any costs, expenses, risks, or liabilities as a result of the other Party’s receipt or use of, or reliance on, any such information furnished hereunder.

Proprietary Information and Confidentiality. 7.1 In the course of performing under this Agreement, COMPANY may disclose to GTRC COMPANY Proprietary Information, and GTRC may disclose to COMPANY GTRC Proprietary Information pursuant to proposing to or soliciting from the other Party research proposals and performing Research Projects by one or more Parties as set forth in approved Task Orders (hereinafter referred to as “Purpose”). 7.2 GTRC agrees to hold in confidence and not disclose any and all COMPANY Proprietary Information received from COMPANY hereunder. COMPANY agrees to hold in confidence and not disclose any and all GTRC Proprietary Information received from GTRC hereunder. The confidentiality obligations of each Party receiving Proprietary Information shall extend for three (3) years from the Effective Date of a Task Order. Unless otherwise permitted by this Agreement, each Party shall use the Proprietary Information only for and to the extent required to accomplish the Purpose under this Agreement. The Parties shall only disclose the Proprietary Information to those Staff Members that have a legitimate business need for such information and only for and to the extent required to accomplish the Purpose of this Agreement or to exercise the rights granted under this Agreement. Notwithstanding the foregoing, GTRC may disclose Proprietary Information to GIT provided that GIT is obligated to GTRC under terms at least as restrictive as those contained in this Agreement not to disclose Proprietary Information to any other third party. Either Party may disclose the other Party’s Proprietary Information to its affiliates, contractors, and consultants that are under a written obligation of confidentiality no less restrictive than contained herein herein, to the extent necessary to accomplish the Purpose of this Agreement.