Common use of Proprietary or Confidential Information Clause in Contracts

Proprietary or Confidential Information. Should proprietary or confidential information be exchanged under this agreement, each party agrees, absent any special provisions to the contrary, to: 1. use its best efforts to receive and maintain in confidence any and all confidential or proprietary information delivered by one party hereto to the other party; 2. use confidential information solely for the purpose or purposes for which it was disclosed and for no other purpose whatsoever; 3. as a receiving party, to disclose confidential information to its employees, officers, agents, and representatives only on a need to know basis; 4. identify in writing all confidential or proprietary information as such at the time of disclosure; 5. not release confidential or proprietary information to any third parties; and 6. to dispose of or return proprietary or confidential information to the disclosing party when requested or upon expiration or termination of this contract. The period of protection of confidential information shall be 3 years from the effective date of this contract. Confidential information does not include any information which: 1. is already in the public domain or which becomes available to the public through no breach of confidentiality by the recipient; 2. was lawfully in recipient’s possession on a non-confidential basis prior to receipt from the discloser; 3. is received by recipient independently on a non-confidential basis from a third party free to lawfully disclose such information to the recipient; or 4. is independently developed by recipient without use of the discloser’s confidential information; The release of confidential information by the receiving party to satisfy the requirements of federal, state or local laws shall not be a breach of this agreement.

Proprietary or Confidential Information. Should proprietary or confidential information be exchanged under this agreement, each party agrees, absent any special provisions to the contrary, to: : 1. use its best efforts to receive and maintain in confidence any and all confidential or proprietary information delivered by one party hereto to the other party; ; 2. use confidential information solely for the purpose or purposes for which it was disclosed and for no other purpose whatsoever; ; 3. as a receiving party, to disclose confidential information to its employees, officers, agents, and representatives only on a need to know basis; ; 4. identify in writing all confidential or proprietary information as such at the time of disclosure; ; 5. not release confidential or proprietary information to any third parties; and and 6. to dispose of or return proprietary or confidential information to the disclosing party when requested or upon expiration or termination of this contract. The period of protection of confidential information shall be 3 5 years from the effective date of this contract. Confidential information does not include any information which: : 1. is already in the public domain or which becomes available to the public through no breach of confidentiality by the recipient; ; 2. was lawfully in recipient’s possession on a non-confidential basis prior to receipt from the discloser; ; 3. is received by recipient independently on a non-confidential basis from a third party free to lawfully disclose such information to the recipient; or or 4. is independently developed by recipient without use of the discloser’s confidential information; The release of confidential information by the receiving party to satisfy the requirements of federal, state or local laws shall not be a breach of this agreement. The Material Transfer & Collaboration agreement effective 2 February 2015 and signed by PDS Biotechnology Corporation and the University of Kentucky Intellectual Property Development Group is hereby is included in this agreement section by reference and incorporated in full.