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 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.

Restrictions on Confidential Information. “Confidential Information” means any non-public information, data or know-how Each Party agrees 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 it 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 partyother Party solely for the purpose of evaluating the Transaction and for no other purpose, and other than for the limited purposes set forth in this Agreement, will not, without the prior written consent of the Disclosing Party: (a) copy the Confidential Information; (b) directly or indirectly use the Confidential Information; (c) disclose any Confidential Information that the Receiving Party may have or acquire from the Disclosing Party (whether or not developed or compiled by the Receiving Party and whether or not the Receiving Party has been authorized to have access to such Information); (d) alter, modify, disassemble, reverse engineer, or decompile the Confidential Information; or (e) permit, authorize or otherwise allow the Confidential Information from being disclosed by any of the Receiving Party’s employees. This Section will not affect The Parties agree to take all commercially reasonable precautions, including (i) limiting access to the Confidential Information, and (ii) advising their respective officers, directors, employees, agents, consultants, accountants, attorneys, portfolio companies, investment professionals, affiliated investment funds affiliates, affiliated entities, holding companies, subsidiaries, and all other authorized representatives (collectively, the “Representatives”) of these obligations and the legal consequences of breaching these obligations. The Receiving Party shall, if so requested by the Disclosing Party, provide the Disclosing Party with a list of those who have received the Confidential Information or portions or copies thereof. The Receiving Party shall be responsible and liable for ensuring that its Representatives comply with the confidentiality and use restrictions relating to the Confidential Information of the Disclosing Party. The Receiving Party shall exercise a reasonable degree of care, which is at least as great as the care the Receiving Party normally takes to preserve its own confidential and proprietary information of a similar nature. In the event of an unauthorized disclosure or use of Confidential Information occurring through a disclosure made by the Receiving Party, the Receiving Party shall use all reasonable endeavors to assist the Disclosing Party in recovering the Confidential Information that was disclosed without authorization and preventing the use, dissemination, sale or other disposal of such Confidential Information. Such acts shall be undertaken without prejudice to any other nondisclosure agreement between legal or equitable rights, which either Party may have related thereto. The rights of the parties. If Disclosing Party set forth in this Agreement are in addition to the receiving party is required to disclose Confidential Information pursuant to a judicial rights that the Disclosing Party has under the common law or governmental order, or valid subpoena, this Section will not prevent such party from complying with such order or subpoena; however, applicable statutes for the receiving party will promptly notify the other party to allow the disclosing party to seek a protective orderprotection of trade secrets.