Common use of Proprietary Information and Rights Clause in Contracts

Proprietary Information and Rights. Each Party acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them and/or in which property rights have been assigned or otherwise conveyed to them, which information has commercial value and is not in the public domain (the “Proprietary Information”). The Proprietary Information of each Party will be and remain the sole property of such Party and its assigns. Each Party shall use the same degree of care that it normally uses to protect its own Proprietary Information to prevent the disclosure to third parties of information that has been identified as proprietary by written notice to such Party from the other Party. Neither Party shall make any use of the information of the other which has been identified as proprietary except as contemplated or required by the terms of this Agreement or pursuant to Section 5.2 of this Agreement. Notwithstanding the foregoing, this Article V shall not apply to any information that a Party can demonstrate: (a) was, at the time of disclosure to it, in the public domain through no fault of such Party; (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving Party.

Proprietary Information and Rights. Each Party party acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them and/or in which property rights have been assigned or otherwise conveyed to them, which information has commercial value and is not in the public domain (the “Proprietary Information”)domain. The Proprietary Information proprietary information of each Party party will be and remain the sole property of such Party party and its assigns. Each Party party shall use the same degree of care that it normally uses to protect its own Proprietary Information proprietary information to prevent the disclosure to third parties of information that has been identified as proprietary by written notice to such Party party from the other Partyparty. Neither Party party shall make any use of the information of the other which that has been identified as proprietary except as contemplated or required by the terms of this Agreement or pursuant to Section 5.2 of this Agreement. Notwithstanding the foregoing, this Article V Section shall not apply to any information that a Party party can demonstrate: (a) was, at the time of disclosure to it, in the public domain through no fault of such Partyparty; (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving Partyparty.

Proprietary Information and Rights. Each Party party acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them it and/or in which property rights have been assigned or otherwise conveyed to themit, which information has commercial value and is not in the public domain (the “Proprietary Information”)domain. The Proprietary Information proprietary information of each Party party will be and remain the sole property of such Party party and its assigns. Each Party party shall use the same degree of care that it normally uses to protect its own Proprietary Information proprietary information to prevent the disclosure to third parties of information that has been identified as proprietary by written notice to such Party party from the other Partyparty. Neither Party party shall make any use of the information of the other which has been identified as proprietary except as contemplated or required by the terms of this Agreement or pursuant to Section 5.2 of this Agreement. Notwithstanding the foregoing, this Article V Section shall not apply to any information that a Party party can demonstrate: (a) was, at the time of disclosure to it, in the public domain through no fault of such Partyparty; (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving Partyparty. Notwithstanding anything in this Agreement to the contrary, each party shall comply with the provisions in Section 6.04 of the Purchase Agreement restricting the use by each party of non-public information of the other party.

Proprietary Information and Rights. Each Party party acknowledges that the other possesses, and will continue to possess, information that has been created, discovered or developed by them and/or in which property rights have been assigned or otherwise conveyed to them, which information has commercial value and is not in the public domain (the “Proprietary Information”)domain. The Proprietary Information proprietary information of each Party party will be and remain the sole property of such Party party and its assigns. Each Party party shall use the same degree of care that it normally uses to protect its own Proprietary Information proprietary information to prevent the disclosure to third parties of information that has been identified as proprietary by written notice to such Party party from the other Partyparty. Neither Party party shall make any use of the information of the other which that has been identified as proprietary proprietary, or would reasonably be understood to be proprietary, except as contemplated or required by the terms of this Agreement or pursuant to Section 5.2 of this Agreement. Notwithstanding the foregoing, this Article V Section shall not apply to any information that a Party party can demonstrate: (a) was, at the time of disclosure to it, in the public domain through no fault of such Partyparty; (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (c) was independently developed by the receiving Partyparty. Each party agrees to grant to the other party’s personnel, access to locations, systems and information (subject to the provisions contained herein) as necessary for the other party to perform its obligations hereunder.