Common use of Receiving Party Clause in Contracts

Receiving Party. (a) may use Confidential Information solely for the purposes of this Agreement; (b) shall ensure only its employees, agents contractors and contract partners who have a need to know have access to the Confidential Information of Disclosing Party and that they are obligated to maintain the confidentiality of the Confidential Information in accordance with this Agreement; (c) shall exercise at least the same degree of care, but not less than reasonable care, to safeguard the confidentiality of the Confidential Information as Receiving Party would exercise to safeguard its own Confidential Information; and (d) may disclose Disclosing Party’s Confidential Information to the extent required by a valid order by a court or other governmental body or by applicable law, provided, however, that Receiving Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure and further provided Receiving Party shall otherwise continue to treat the Confidential Information in accordance with this Agreement. Receiving Party’s obligations shall also be applicable to Confidential Information disclosed by Disclosing Party to Receiving Party prior to the execution of this Agreement, or any Order or SOW. Receiving Party will return any tangible materials containing Confidential Information, and any copies or reproductions thereof, to Disclosing Party within ten

Receiving Party. (a) may use Confidential Information solely for the purposes of this Agreement; (b) shall ensure only its employees, agents contractors and contract partners who have a need to know have access to the Confidential Information of Disclosing Party and that they are obligated to maintain the confidentiality of the Confidential Information in accordance with this Agreement; (c) shall exercise at least the same degree of care, but not less than reasonable care, to safeguard the confidentiality of the Confidential Information as Receiving Party would exercise to safeguard its own Confidential Information; and (d) may disclose Disclosing Party’s Confidential Information to the extent required by a valid order by a court or other governmental body or by applicable law, provided, however, that Receiving Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure and further provided Receiving Party shall otherwise continue to treat the Confidential Information in accordance with this Agreement. Receiving Party’s obligations shall also be applicable to Confidential Information disclosed by Disclosing Party to Receiving Party prior to the execution of this Agreement, or any Order or SOW. Receiving Party will return any tangible materials containing Confidential Information, and any copies or reproductions thereof, to Disclosing Party within tenten (10) days after Disclosing Party’s written request. Receiving Party agrees to undertake whatever action is reasonably necessary to remedy any breach of Receiving Party’s confidentiality obligations or any other unauthorized disclosure or use of the Confidential Information by Receiving Party, its employees, agents, or contractors.

Receiving Party. (a) may ● shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information of the Disclosing Party, including implementing reasonable physical security measures and operating procedures; ● shall use any Confidential Information of the Disclosing Party solely for the purpose of exercising its rights or performing its obligations under this Agreement and for no other purposes whatsoever; and ● shall make no disclosures whatsoever of this Agreement; (b) shall ensure only its employees, agents contractors and contract partners who have a need to know have access to the any Confidential Information of the Disclosing Party and that they are obligated to maintain the confidentiality of the Confidential Information in accordance with this Agreementothers; (c) shall exercise at least the same degree of care, but not less than reasonable care, to safeguard the confidentiality of the Confidential Information as Receiving Party would exercise to safeguard its own Confidential Information; and (d) may disclose Disclosing Party’s Confidential Information to the extent required by a valid order by a court or other governmental body or by applicable law, provided, however, that if the Receiving Party will use all reasonable efforts is a corporation, partnership, or similar entity, disclosure is permitted to notify Disclosing Party of the obligation Receiving Party's officers, employees, contractors and agents who have a demonstrable need to make know such disclosure in advance of Confidential Information, provided the disclosure and further provided Receiving Party shall otherwise continue to treat advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in accordance with writing that they have read, understand, and agree to be individually bound by the confidentiality terms of this Agreement. Receiving Party’s obligations ● shall also be applicable to not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information disclosed by of the Disclosing Party Party. ● shall not prepare any derivative works based on the Confidential Information. Both parties understand the need to Receiving Party prior to disclose any confidential information received in the execution context of this Agreement, or Agreement should this disclosure be required by any Order or SOWrelevant law enforcement Agency with jurisdiction over any of the parties. Receiving Party will return any tangible materials containing Confidential Information, and any copies or reproductions thereof, to Disclosing Party within tenBoth parties acknowledge that a disclosure in these circumstances may prevent the disclosing party from communicating the other party the disclosure act before it occurs.