Common use of Proprietary Information and Rights Clause in Contracts

Proprietary Information and Rights. PROPRIETARY INFORMATION AGREEMENTS 18.1. Proprietary Information shall be any and all business and technical data and other information which may or may not be identified or labeled as Proprietary or Confidential, whether written, oral, or otherwise furnished by one Party (Disclosing Party) to the other Party (Receiving Party). It shall include, but not be limited to all data, reports, interpretations, forecasts, and records which the Receiving Party or its respective agents or employees shall have been furnished or have had access to preceding or subsequent to the Parties’ discussions. Proprietary Information shall also include resultant information from plant tours, demonstrations, audio/visual presentations, or verbal disclosures that the Disclosing Party indicates in writing to the Receiving Party no later than thirty (30) business days after conveyance that such information is Proprietary Information. Provided, however, that Proprietary Information shall not apply to: (i) information that at the time of disclosure had been previously published and available to the public; (ii) information which is published after disclosure and available to the public, unless such publication is a breach of this Subcontract; (iii) information which, prior to disclosure hereunder was already in the possession of the Receiving Party, as evidenced by records kept in the ordinary course of business or by proof of actual prior possession; and (iv) information, which subsequent to disclosure hereunder, is obtained from a third person who (insofar as is known) is not in violation of any contractual, legal, or fiduciary obligation with respect to such information. Proprietary Information is not to be deemed to be in the public domain merely because any part of the Proprietary Information is embodied in a general disclosure or because individual features, components, or combinations thereof are now or become known to the public. 18.2. Subject to Article 17 and Section 18.4, the Parties shall only share Proprietary Information under this Subcontract pursuant to an existing Proprietary Information Agreement (PIA) as incorporated into the Subcontract. If the period of performance or protection of the PIA is less than the period of performance of this Subcontract, the period of performance and protection of the PIA shall be automatically extended to cover the exchange of information under this Subcontract. 18.3. Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Section 18.6, all specifications, information, data, drawings, software, and other items supplied to Buyer shall be disclosed to Buyer without any restrictive rights on a non-proprietary basis. 18.4. Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Section 18.6, all specifications, information, data, drawings, software, and other items which are supplied to Seller by Buyer or paid for by Buyer during the performance of this Subcontract shall be treated as proprietary to Buyer and shall not be disclosed to any third party without Buyer’s express written consent. 18.5. The purpose of the Subcontract (“Purpose”) shall be as Buyer determines in its sole discretion and communicates to the Seller. Seller agrees not to use any such furnished information except to perform this Subcontract. Seller shall not disclose the Proprietary Information to any employee who does not have a need- to-know such information. Seller shall employ the same standard of care it uses to protect its own Proprietary Information, paying particular attention to avoid disclosing Proprietary Information to employees or parties who may be or are also examining or participating in business opportunities competitive to the Purpose. In no case shall the standard of care with respect to the Proprietary Information be less than reasonable care.

Proprietary Information and Rights. PROPRIETARY INFORMATION AGREEMENTS 18.1. Proprietary Information Agreements (a) “Proprietary Information” shall be any and all business and business, technical data and other information which may or may not be identified or labeled as Proprietary “Proprietary” or “Confidential, ,” whether written, oral, oral or otherwise furnished by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”). It shall include, but not be limited to all data, reports, interpretations, forecasts, forecasts and records which the Receiving Party or its respective agents or employees shall have been furnished or have had access to preceding or subsequent to the Parties’ discussions. Proprietary Information shall also include resultant information from plant tours, demonstrations, audio/audio / visual presentations, presentations or verbal disclosures that the Disclosing Party indicates in writing to the Receiving Party no later than thirty (30) business days after conveyance that such information is Proprietary Information. (b) Subject to 16(d) and Article 15, Intellectual Property, the parties shall only share proprietary information under this Subcontract pursuant to an existing proprietary information agreement (PIA) as incorporated into the Subcontract. (c) Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Article 16 (e), all specifications, information, data, drawings, software, and other items supplied to Buyer shall be disclosed to Buyer without any restrictive rights on a non-proprietary basis; (d) Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Article 16 (e), all specifications, information, data, drawings, software, and other items which are: (i) supplied to Seller by Xxxxx; or (ii) paid for by Xxxxx during the performance of this Subcontract shall be treated as proprietary to Buyer and shall not be disclosed to any third party without Xxxxx’s express written consent. ProvidedSeller agrees not to use any such furnished information except to perform this Subcontract; and, (e) Applicable U.S. Government procurement regulations incorporated into this Subcontract shall take precedence over any conflicting provisions of this Article 16 to the extent that such regulations so require. The incorporation by reference of such U.S. Government regulations dealing with Seller's rights in technical data, howeversubject inventions, that Proprietary Information copyrights, software, and similar intellectual property are not intended to, and shall not, unless otherwise required by applicable law, obviate or modify any greater rights which Seller may have previously granted to Buyer pursuant to prior agreements between the parties. (f) The foregoing shall not apply to: : (i) information Information that at the time of disclosure had been previously published and available to the public; ; (ii) information Information which is published after disclosure and available to the public, unless such publication is a breach of this Subcontract; ; (iii) information Information which, prior to disclosure hereunder was already in the possession of the Receiving Party, as evidenced by records kept in the ordinary course of business or by proof of actual prior possession; and and (iv) informationInformation, which subsequent to disclosure hereunder, is obtained from a third person who (insofar as is known) is not in violation of any contractual, legal, legal or fiduciary obligation with respect to such information. . (g) If any exception listed above in Article 16 (b) applies to only a portion of any confidenti al data, the remainder shall continue to be subject to the foregoing prohibitions and restrictions. (h) Proprietary Information is not to be deemed to be in the public domain merely because any part of the Proprietary Information is embodied in a general disclosure or because individual features, components, or combinations thereof are now or become known to the public. 18.2. Subject to Article 17 and Section 18.4(i) Restrictions: (i) Each Party agrees that, the Parties shall only share Proprietary Information under this Subcontract pursuant to an existing Proprietary Information Agreement (PIA) as incorporated into the Subcontract. If the period of performance or protection of the PIA is less than the period of performance of this Subcontract, the period of performance and protection of the PIA shall be automatically extended to cover the exchange of information under this Subcontract. 18.3. Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Section 18.6, all specifications, information, data, drawings, software, and other items supplied to Buyer shall be disclosed to Buyer without any restrictive rights on a non-proprietary basis. 18.4. Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Section 18.6, all specifications, information, data, drawings, software, and other items which are supplied to Seller by Buyer or paid for by Buyer during the performance term of this Subcontract shall be treated as proprietary shall: 1) use any Proprietary Information disclosed to Buyer and shall it only for the Purpose stated above; 2) not be disclosed disclose the Proprietary Information to any third party without Buyer’s express written consent.party; 18.5. The purpose of the Subcontract (“Purpose”3) shall be as Buyer determines in its sole discretion and communicates to the Seller. Seller agrees not to use any such furnished information except to perform this Subcontract. Seller shall not disclose the Proprietary Information to any employee who does not have a need- need-to-know such information. Seller shall ; and 4) employ the same standard of care it uses to protect its own Proprietary Information, paying particular attention to avoid disclosing Proprietary Information to employees or parties who may be or are also examining exami ning or participating in business opportunities competitive to the Purpose. In no case shall the standard of care with respect to the Proprietary Information be less than reasonable care. (ii) These restrictions and obligations are in addition to the Defense Federal Acquisition Regulation Supplement (DFARS) 252.227- 7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends .

Proprietary Information and Rights. PROPRIETARY INFORMATION AGREEMENTS: 18.1. “Proprietary Information Information” shall be any and all business and business, technical data and other information which may or may not be identified or labeled as Proprietary “Proprietary” or “Confidential, ,” whether written, oral, oral or otherwise furnished by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”). It shall include, but not be limited to all data, reports, interpretations, forecasts, forecasts and records which the Receiving Party or its respective agents or employees shall have been furnished or have had access to preceding or subsequent to the Parties’ discussions. Proprietary Information shall also include resultant information from plant tours, demonstrations, audio/audio / visual presentations, presentations or verbal disclosures that the Disclosing Party indicates in writing to the Receiving Party no later than thirty (30) business days after conveyance that such information is Proprietary Information. Provided, however, that Proprietary Information shall not apply to: to (i) information that at the time of disclosure had been previously published and available to the public; (ii) information which is published after disclosure and available to the public, unless such publication is a breach of this Subcontract; (iii) information which, prior to disclosure hereunder was already in the possession of the Receiving Party, as evidenced by records kept in the ordinary course of business or by proof of actual prior possession; and (iv) information, which subsequent to disclosure hereunder, is obtained from a third person who (insofar as is known) is not in violation of any contractual, legal, or fiduciary obligation with respect to such information. Proprietary Information is not to be deemed to be in the public domain merely because any part of the Proprietary Information is embodied in a general disclosure or because individual features, components, or combinations thereof are now or become known to the public. 18.2. Subject to Article 17 18.4 and Section 18.4Article 17, Intellectual Property, the Parties parties shall only share Proprietary Information proprietary information under this Subcontract pursuant to an existing Proprietary Information Agreement (PIA) as incorporated into the Subcontract. If the period of performance or protection of the PIA is less than the period of performance of this Subcontract, the period of performance and protection of the PIA shall be automatically extended to cover the exchange of information under this Subcontract. 18.3. Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Section Article 18.6, all specifications, information, data, drawings, software, and other items supplied to Buyer shall be disclosed to Buyer without any restrictive rights on a non-proprietary basis.; 18.4. Unless otherwise agreed to in a subsequent writing or expressly set forth in this Subcontract and subject to Section Article 18.6, all specifications, information, data, drawings, software, and other items which are supplied to Seller by Buyer or paid for by Buyer during the performance of this Subcontract shall be treated as proprietary to Buyer and shall not be disclosed to any third party without Buyer’s express written consent. 18.5. The purpose of the Subcontract (“Purpose”) shall be as Buyer determines in its sole discretion and communicates to the Seller. Seller agrees not to use any such furnished information except to perform this Subcontract. Seller shall Subcontract and not disclose the Proprietary Information to any employee who does not have a need- need-to-know such information. Seller shall information and to employ the same standard of care it uses to protect its own Proprietary Information, paying particular attention to avoid disclosing Proprietary Information to employees or parties who may be or are also examining or participating in business opportunities competitive to the Purpose. In no case shall the standard of care with respect to the Proprietary Information be less than reasonable care.