Common use of Restrictions on Confidential Information Clause in Contracts

Restrictions on Confidential Information. “Confidential Information” means any non-public information, data or know-how that is disclosed by a party to this Agreement to the other party in writing, orally or by access to the disclosing party's premises or data and reasonably understood by the receiving party at the time of disclosure to be the confidential or proprietary information of the disclosing party or its customers or suppliers. All Protected Data will be assumed to be your Confidential Information. With respect to Confidential Information, the receiving party will (a) use it solely for the purposes specifically provided in this Agreement; and (b) not disclose it to any person, other than on a need-to-know basis to its own employees or to third party consultants, Affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and who are not competitors of the disclosing party. The receiving party is liable for any misuse of Confidential Information by such employees or third parties. The foregoing obligations will continue for 5 years from the date of disclosure or in perpetuity if the Confidential Information is a trade secret under applicable law. The foregoing obligations do not apply to information that (i) was rightfully in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, free of any obligation of confidence; (ii) is or becomes generally known to the public without violation of this Agreement; (iii) is obtained by the receiving party from a third party, without an obligation to keep such information confidential; or (iv) is independently developed by or for the receiving party without use of the Confidential Information of the disclosing party. This Section will not affect any other nondisclosure agreement between the parties. If the receiving party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, this Section will not prevent such party from complying with such order or subpoena; however, the receiving party will promptly notify the other party to allow the disclosing party to seek a protective order.

Restrictions on Confidential Information. “Confidential Information” means any non-public information, data or know-how that is disclosed by a party to this Agreement to the other party in writing, orally or by access to the disclosing party's premises or data and reasonably understood by the receiving party at the time of 2.1 Except for disclosure to be the confidential or proprietary information of the disclosing party or its customers or suppliers. All Protected Data will be assumed to be your Confidential Information. With respect to Confidential InformationReceiving Party’s representatives as set forth below, the receiving party will (a) use it solely for the purposes specifically provided in this Agreement; and (b) Receiving Party shall not disclose it to any person, other than on a need-to-know basis to its own employees or Confidential Information to third party consultants, Affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and who are not competitors of the disclosing party. The receiving party is liable for any misuse of Confidential Information by such employees or third parties. The foregoing obligations will continue for 5 parties for (i) five years from the date of its disclosure or in perpetuity by Disclosing Party to Receiving Party or, if the Confidential Information it is a trade secret under applicable law. The foregoing obligations do not apply to information that (i) was rightfully in the possession oflater, or was known by, the receiving party prior to its receipt from the disclosing party, free of any obligation of confidence; (ii) is five years from the date any co-operation or becomes generally known other business re- lation between Disclosing Party and Receiving Party relating to the public without violation of this Agreement; (iii) is obtained by the receiving party from a third partysubject matter hereof was terminated. However, without an obligation to keep such information confidential; or (iv) is independently developed by or for the receiving party without use of the Confidential Information of the disclosing party. This Section will not affect any other nondisclosure agreement between the parties. If the receiving party is required to Receiving Party may disclose Confidential Information pursuant to a in accordance with judicial or governmental order, legal requirements or valid subpoenaapplicable stock exchange rules and regulations, this Section will not prevent provided Receiving Party shall give Disclosing Party reasonable notice prior to such party from complying disclosure and shall comply with such any applicable protective order or subpoena; howeverequivalent. Furthermore, SAO may disclose Confidential Information on a strictly need-to- know basis to other Companies partnered with SAO. 2.2 Receiving Party shall take reasonable security precautions, at least as great as the receiving party precautions it takes to protect its own comparable confidential information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information only to Receiving Party’s representatives on a need-to- know basis. Receiving Party will promptly notify procure for appropriate arrangements with its representatives sufficient to enable it to comply with all the other party provisions of this Agreement as if they were parties hereto. In the relation between Disclosing Party and Receiving Party, Receiving Party shall have an unlimited liability for any act or omission by its representatives. 2.3 Confidential Information may be used, disclosed, reproduced, summarized or distributed only in pursuance of Receiving Party’s business relationship with Disclosing Party in relation to allow the disclosing party subject matter hereof, and only as otherwise provided hereunder. 2.4 Receiving Party may not reverse engineer, decompile or disassemble any soft- xxxx disclosed to seek a protective orderReceiving Party without the explicit prior written consent of the Disclosing Party.

Restrictions on Confidential Information. “Confidential Information” means any non-public information, data or know-how that is disclosed by a party to this Agreement to the other party in writing, orally or by access to the disclosing party's premises or data and reasonably understood by the receiving party at the time of disclosure to be the confidential or proprietary information of the disclosing party or its customers or suppliers. All Protected Data will be assumed to be your Confidential Information. With respect to Confidential Information, the receiving party will (a) use it solely for The Receiving Party agrees not to disclose any Confidential Information of the purposes specifically provided Disclosing Party and to maintain such Confidential Information in this Agreement; strictest confidence, to take all reasonable precautions to prevent its unauthorized dissemination and (b) not disclose it to refrain from sharing any person, other than on a need-to-know basis to its own employees or to all of the information with any third party consultants, Affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and who are not competitors of the disclosing party. The receiving party is liable for any misuse of Confidential Information reason whatsoever except as required by such employees or third parties. The foregoing obligations will continue for 5 years from court order, both during and after the date of disclosure or in perpetuity if the Confidential Information is a trade secret under applicable law. The foregoing obligations do not apply to information that (i) was rightfully in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, free of any obligation of confidence; (ii) is or becomes generally known to the public without violation Term of this Agreement; (iii) is obtained by . Without limiting the receiving party from a third partyscope of this duty, without an obligation the Receiving Party agrees to keep such information confidential; or (iv) is independently developed by or for the receiving party without use limit its internal distribution of the Confidential Information of the disclosing party. This Section will Disclosing Party only on a “need to know” basis solely in connection with the performance of this Agreement, and to take steps to ensure that the dissemination is so limited. (b) The Receiving Party agrees not affect to use the Confidential Information of the Disclosing Party for its own benefit or for the benefit of any third party other nondisclosure agreement between than in accordance with the parties. If terms and conditions of this Agreement. (c) All Grantor's Confidential Information remains the receiving party is required sole property of Grantor and all Grantee' Confidential Information remains the sole property of Grantee. (d) Upon written request of the Disclosing Party, or upon the expiration or other termination of this Agreement for any reason whatsoever, the Receiving Party agrees to return to the Disclosing Party all such provided Confidential Information, including, without limitation, all copies thereof. (e) Notwithstanding anything to the contrary herein, Grantor expressly acknowledges that Grantee may have an obligation or need to disclose certain of Grantor’s Confidential Information pursuant to third parties and government agencies for the limited purpose of obtaining government approval and product development. Grantor expressly consents to such disclosure, provided Grantee first ensures that any third party receiving such information enters into a judicial or governmental order, or valid subpoena, written confidentiality agreement at least as restrictive as the provisions governing Confidential Information provided for in this Section will not prevent such party from complying with such order or subpoena; however, the receiving party will promptly notify the other party to allow the disclosing party to seek a protective orderAgreement.

Restrictions on Confidential Information. “Confidential Information” means any non-public information(a) A Party receiving confidential information (the "Receiving Party") will use at least the same degree of care, data but no less than a reasonable degree of care, to avoid unauthorized disclosure or know-how that is disclosed by a party to this Agreement to the other party in writing, orally or by access to use of the disclosing party's premises ’s (the "Disclosing Party") Confidential Information as it employs with respect to its own Confidential Information of similar importance. (b) The Receiving Party may disclose Confidential Information only to its own officers, directors and employees and to its consultants, subcontractors and advisors who reasonably need to know it. The Receiving Party will be responsible to the Disclosing Party for any violation of this Agreement by its officers, directors, employees, consultants, Affiliates, subcontractors or data advisors. {00295509.DOC;} (c) The Receiving Party may not print or copy, in whole or in part, any documents or other media containing the Disclosing Party’s Confidential Information, other than copies for its officers, directors, employees, consultants or advisors who are working on the matter, without the prior consent of the Disclosing Party. (d) The Receiving Party may not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party or for any purpose not in furtherance of this Agreement. (e) As promptly as practicable (and reasonably understood in any event within ten (10) days) after the earlier of the completion of the Receiving Party’s obligations under, or the termination of, this Agreement, the Receiving Party will return or, with the consent of the Disclosing Party, destroy all of the Disclosing Party’s Confidential Information, except for business records required by law to be retained by the receiving party at Receiving Party. (f) If the time Receiving Party is requested, as part of disclosure an administrative or judicial proceeding, to be the confidential or proprietary information disclose any of the disclosing party or its customers or suppliers. All Protected Data will be assumed to be your Confidential Information. With respect to Disclosing Party’s Confidential Information, the receiving party will (a) use it solely for Receiving Party will, to the purposes specifically provided in this Agreement; and (b) not disclose it to any person, other than on a need-to-know basis to its own employees or to third party consultants, Affiliates, agents or subcontractors who are bound extent permitted by nondisclosure agreements at least as strict as this Agreement and who are not competitors of the disclosing party. The receiving party is liable for any misuse of Confidential Information by such employees or third parties. The foregoing obligations will continue for 5 years from the date of disclosure or in perpetuity if the Confidential Information is a trade secret under applicable law. The foregoing obligations do not apply to information that , notify the Disclosing Party of such request as promptly as practicable (iand in any event within five (5) was rightfully Business Days after receiving the request) and cooperate with the Disclosing Party, at the Disclosing Party’s expense, in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, free of any obligation of confidence; (ii) is or becomes generally known to the public without violation of this Agreement; (iii) is obtained by the receiving party from seeking a third party, without an obligation to keep such information confidential; or (iv) is independently developed by or for the receiving party without use of the Confidential Information of the disclosing party. This Section will not affect any other nondisclosure agreement between the parties. If the receiving party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, this Section will not prevent such party from complying with such protective order or subpoena; however, the receiving party will promptly notify the other party to allow the disclosing party to seek a protective ordersimilar confidential treatment for such Confidential Information.

Restrictions on Confidential Information. “Confidential Information” means any non-public non-­‐public information, data or know-how know-­‐how that is disclosed by a party to this Agreement to the other party in writing, orally or by access to the disclosing party's premises or data and reasonably understood by the receiving party at the time of disclosure to be the confidential or proprietary information of the disclosing party or its customers or suppliers. All Protected Data will be assumed to be your Confidential Information. With respect to Confidential Information, the receiving party will (a) use it solely for the purposes specifically provided in this Agreement; and (b) not disclose it to any person, other than on a need-to-know need-­‐to-­‐know basis to its own employees or to third party consultants, Affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and who are not competitors of the disclosing party. The receiving party is liable for any misuse of Confidential Information by such employees or third parties. The foregoing obligations will continue for 5 years from the date of disclosure or in perpetuity if the Confidential Information is a trade secret under applicable law. The foregoing obligations do not apply to information that (i) was rightfully in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, free of any obligation of confidence; (ii) is or becomes generally known to the public without violation of this Agreement; (iii) is obtained by the receiving party from a third party, without an obligation to keep such information confidential; or (iv) is independently developed by or for the receiving party without use of the Confidential Information of the disclosing party. This Section will not affect any other nondisclosure agreement between the parties. If the receiving party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, this Section will not prevent such party from complying with such order or subpoena; however, the receiving party will promptly notify the other party to allow the disclosing party to seek a protective order.