Common use of Proprietary Information and Confidentiality Clause in Contracts

Proprietary Information and Confidentiality. Any information or data of Company provided to Seller, or to which Seller is given access during the term of this Agreement at any time, whether such information is in written, verbal, electronic or any other form, is proprietary to Company and shall be treated as confidential and not disclosed by Seller to any third party without Company’s prior written consent. Seller may disclose such information and data to its employees and subcontractors, but only on a “need to know” basis. Such information and data may only be used for the purpose of performing the Services that are required of Seller pursuant to this Agreement, and for no other purpose. Such information and data may not be copied except as required to perform the Services. Upon completion of the Services, Seller shall destroy all copies, replicas or reproductions in any form in its possession of the information and data. Notwithstanding the foregoing, the Seller may retain a single copy of such information and data as may be reasonably required for purposes of compliance with the Seller’s legal retention policies, and applicable laws and regulations. In addition, the Seller shall not be required hereunder to destroy or remove information and data stored in an electronic database until such time as such data would, in the regular course of business, be purged. Further, Seller acknowledges and agrees that all data and information collected, produced or generated, and all reports, test results, plans, models, documents and other written materials produced pursuant to this Agreement or in connection with any services to be performed or contemplated to be performed hereunder or in connection with any goods to be provided or contemplated to be provided/purchased hereunder, shall be and remain the sole property of Company, shall be confidential, shall not be copied or reproduced in any way, except for the use by Seller for the Services, and shall not be disclosed or communicated, verbally or in writing, by Seller to any third party, or used in any way except as required by law or for the purposes required or intended by the Agreement. If required by Company, Seller and any of its employees or agents performing Services under or in connection with this Agreement shall execute confidentiality and nondisclosure agreements in the form required by Company. If Seller is served with process of law, including but not limited to subpoenas requiring Seller to produce, release or disclose information of a confidential nature received, collected, produced or generated by Seller pursuant to this Agreements contemplated herein, Seller shall immediately notify Company and allow Company, at its sole expense and cost, to challenge the process of law, including any subpoena. A disclosure under this provision means any circumstance when the security, integrity, or confidentiality of any Company information has been compromised, including but not limited to incidents where Company information has been damaged, lost, corrupted, destroyed, or accessed, acquired, modified, used, or disclosed by any unauthorized person, by any person in an unauthorized manner, or for an unauthorized purpose. The duties of this Section 17 will survive the expiration or early termination of this Agreement for a period of five (5) years following such expiration or early termination. All models, maps, drawings, specifications, methods, technical data, computer coding and programs, trade secrets, other documents and information, including, without limitation, business or financial information, furnished to Seller by Company or prepared by Seller or any subcontractor in connection with this Agreement are confidential and proprietary to Company, are and shall remain the property of Company, cannot be copied or otherwise reproduced or used in any way, except as necessary, in connection with the performance of the Work, and cannot be disclosed to any third party or used in any manner detrimental to the interests of Company.

Proprietary Information and Confidentiality. Any information or data of Company provided to Seller, or to which Seller is given access during the term of this Agreement at any time, whether such information is in written, verbal, electronic or any other form, is proprietary to Company and shall be treated as confidential and not disclosed by Seller to any third party without Company’s prior written consent. Seller may disclose such information and data to its employees and subcontractors, but only on a “need to know” basis. Such information and data may only be used for the purpose of performing the Services that are required of Seller pursuant to this Agreement, and for no other purpose. Such information and data may not be copied except as required to perform the Services. Upon completion of the Services, Seller shall destroy all copies, replicas or reproductions in any form in its possession of the information and data. Notwithstanding the foregoing, the Seller may retain a single copy of such information and data as may be reasonably required for purposes of compliance with the Seller’s legal retention policies, and applicable laws and regulations. In addition, the Seller shall not be required hereunder to destroy or remove information and data stored in an electronic database until such time as such data would, in the regular course of business, be purged. Further, Seller acknowledges and agrees that all data and information collected, produced or generated, and all reports, test results, plans, models, documents and other written materials produced pursuant to this Agreement or in connection with any services to be performed or contemplated to be performed hereunder or in connection with any goods to be provided or contemplated to be provided/purchased hereunder, shall be and remain the sole property of Company, shall be confidential, shall not be copied or reproduced in any way, except for the use by Seller for the Services, and shall not be disclosed or communicated, verbally or in writing, by Seller to any third party, or used in any way except as required by law or for the purposes required or intended by the Agreement. If required by Company, Seller and any of its employees or agents performing Services under or in connection with this Agreement shall execute confidentiality and nondisclosure agreements in the form required by Company. If Seller is served with process of law, including but not limited to subpoenas requiring Seller to produce, release or disclose information of a confidential nature received, collected, produced or generated by Seller pursuant to this Agreements contemplated herein, Seller shall immediately notify Company and allow Company, at its sole expense and cost, to challenge the process of law, including any subpoena. A disclosure under this provision means any circumstance when the security, integrity, or confidentiality of any Company information has been compromised, including but not limited to incidents where Company Cpmpany information has been damaged, lost, corrupted, destroyed, or accessed, acquired, modified, used, or disclosed by any unauthorized person, by any person in an unauthorized manner, or for an unauthorized purpose. The duties of this Section 17 will survive the expiration or early termination of this Agreement for a period of five (5) years following such expiration or early termination. All models, maps, drawings, specifications, methods, technical data, computer coding and programs, trade secrets, other documents and information, including, without limitation, business or financial information, furnished to Seller by Company or prepared by Seller or any subcontractor in connection with this Agreement are confidential and proprietary to Company, are and shall remain the property of Company, cannot be copied or otherwise reproduced or used in any way, except as necessary, in connection with the performance of the Work, and cannot be disclosed to any third party or used in any manner detrimental to the interests of Company.

Proprietary Information and Confidentiality. Any information or data of Company provided to Seller, or to which Seller is given access during the term of this Agreement at any time, whether such information is in written, verbal, electronic or any other form, is proprietary to Company and shall be treated as confidential and not disclosed by Seller to any third party without Company’s prior written consent. Seller may disclose such information and data to its employees and subcontractors, but only on a “need to know” basis. Such information and data may only be used for the purpose of performing the Services that are required of Seller pursuant to this Agreement, and for no other purpose. Such information and data may not be copied except as required to perform the Services. Upon completion of the Services, Seller shall destroy all copies, replicas or reproductions in any form in its possession of the information and data. Notwithstanding the foregoing, the Seller may retain a single copy of such information and data as may be reasonably required for purposes of compliance with the Seller’s legal retention policies, and applicable laws and regulations. In addition, the Seller shall not be required hereunder to destroy or remove information and data stored in an electronic database until such time as such data would, in the regular course of business, be purged. Further, Seller acknowledges and agrees that all data and information collected, produced or generated, and all reports, test results, plans, models, documents and other written materials produced pursuant to this Agreement or in connection with any services to be performed or contemplated to be performed hereunder or in connection with any goods to be provided or contemplated to be provided/purchased hereunder, shall be and remain the sole property of Company, shall be confidential, shall not be copied or reproduced in any way, except for the use by Seller for the Services, and shall not be disclosed or communicated, verbally or in writing, by Seller to any third party, or used in any way except as required by law or for the purposes required or intended by the Agreement. If required by Company, Seller and any of its employees or agents performing Services under or in connection with this Agreement shall execute confidentiality and nondisclosure agreements in the form required by Company. If Seller is served with process of law, including but not limited to subpoenas requiring Seller to produce, release or disclose information of a confidential nature received, collected, produced or generated by Seller pursuant to this Agreements contemplated herein, Seller shall immediately notify Company and allow Company, at its sole expense and cost, to challenge the process of law, including any subpoena. A disclosure under this provision means any circumstance when the security, integrity, or confidentiality of any Company information has been compromised, including but not limited to incidents where Company information has been damaged, lost, corrupted, destroyed, or accessed, acquired, modified, used, or disclosed by any unauthorized person, by any person in an unauthorized manner, or for an unauthorized purpose. The duties of this Section 17 16 will survive the expiration or early termination of this Agreement for a period of five years twenty-four (524) years months following such expiration or early termination. All models, maps, drawings, specifications, methods, technical data, computer coding and programs, trade secrets, other documents and information, including, without limitation, business or financial information, furnished to Seller by Company or prepared by Seller or any subcontractor in connection with this Agreement are confidential and proprietary to Company, are and shall remain the property of Company, cannot be copied or otherwise reproduced or used in any way, except as necessary, in connection with the performance of the Work, and cannot be disclosed to any third party or used in any manner detrimental to the interests of Company.