Common use of Restrictions on Disclosure Clause in Contracts

Restrictions on Disclosure. The Receiving Party shall maintain in confidence the Confidential Information so received and will not use such information, except to the extent permitted under this Agreement, to the detriment of the Disclosing Party, until such time as the Confidential Information so received enters the public domain other than by the act or omission of the Receiving Party. A Receiving Party shall limit disclosure of the Disclosing Party’s Confidential Information to those of its employees, subcontractors, attorneys, agents and consultants with a need to know the Confidential Information, subject to a nondisclosure obligation comparable in scope to this Section 21. Each Party shall protect the other Party’s Confidential Information using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Confidential Information. The obligations imposed by this Section 21 shall be unlimited in duration; provided, however, that such obligations shall not apply to any Confidential Information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is developed independently by the Receiving Party prior to the date of disclosure; (iii) is rightfully obtained by the Receiving Party from a Third Party entitled to disclose the information without confidentiality restrictions or (iv) the disclosure of which is required by Applicable Law, regulation, a court or other Governmental Authority; provided, further, that for disclosure made pursuant to clause (iv), the Receiving Party shall promptly notify the Disclosing Party of the disclosure requirement prior to disclosure and cooperate with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure.

Restrictions on Disclosure. The Receiving Party shall maintain in confidence the Confidential Information so received and will not use such information, except to the extent permitted under this Agreement, to the detriment of the Disclosing Party, until such time as the Confidential Information so received enters the public domain other than by the act or omission of the Receiving Party. A Receiving Party shall limit disclosure of the Disclosing Party’s Confidential Information to those of its employees, subcontractors, attorneys, agents and consultants with a need to know the Confidential Information, subject to a nondisclosure obligation comparable in scope to this Section 2120. Each Party shall protect the other Party’s Confidential Information using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Confidential Information. The obligations imposed by this Section 21 shall be unlimited in duration; provided, however, that such obligations shall not apply to any Confidential Information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is developed independently by the Receiving Party prior to the date of disclosure; (iii) is rightfully obtained by the Receiving Party from a Third Party entitled to disclose the information without confidentiality restrictions or (iv) the disclosure of which is as required by Applicable Law, Law or by regulation, . A Receiving Party also may disclose Confidential Information to the extent required by a court or other Governmental Authority; provided, further, provided that for disclosure made pursuant to clause (iv), the Receiving Party shall promptly notify notifies the Disclosing Party of the disclosure requirement prior to disclosure and cooperate cooperates with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure.

Restrictions on Disclosure. The Receiving Party shall maintain (a) hold all Confidential Information in confidence using at least the same degree of care as it employs to protect its own confidential information of a similar nature (but in no event less than a commercially reasonable standard of care); (b) not use the Confidential Information so received for any purpose other than performing its obligations under this Agreement; and will (c) not use disclose the Confidential Information other than to its Affiliates and its and their respective employees and contractors that have a reasonable need to know or have access to such informationConfidential Information and that have been made aware of the confidential nature of the Confidential Information. The Receiving Party shall be responsible for any breach of this Section 13.2 by any of its Affiliates and any of its or their respective employees or contractors. Notwithstanding the foregoing, except a Party may disclose Confidential Information to the extent permitted under required by a court of competent jurisdiction or other governmental authority or otherwise as required by Law, provided that the Receiving Party (i) notifies the Disclosing Party in advance of such disclosure so as to permit the Disclosing Party sufficient time in which to request confidential treatment or a protective order prior to any such disclosure, and (ii) provides such reasonable cooperation as the Disclosing Party may request in obtaining such confidential treatment or protective order. The confidentiality and other obligations set forth in this AgreementSection 13.2 shall continue for the duration of the Term and for a period of three (3) years thereafter, except that with respect to trade secrets (as defined by Law), the detriment confidentiality and other obligations set forth in this Section 13.2 shall continue for so long as they remain trade secrets. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon termination of this Agreement or request by the Disclosing Party. Notwithstanding the foregoing, until such time as the Confidential Information so received enters the public domain other than by the act or omission of the Receiving Party. A Receiving Party shall limit disclosure may retain copies of the Disclosing Party’s Confidential Information to those of its employees, subcontractors, attorneys, agents and consultants with a need to know the Confidential Information, subject to a nondisclosure obligation comparable in scope to this Section 21. Each Party shall protect the other Party’s Confidential Information using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Confidential Information. The obligations imposed by this Section 21 shall be unlimited in duration; provided, however, that such obligations shall not apply to any Confidential Information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is developed independently by the Receiving Party prior solely to the date of disclosure; (iii) is rightfully obtained by the Receiving Party from a Third Party entitled to disclose the information without confidentiality restrictions or (iv) the disclosure of which is required by Applicable Law, regulation, a court or other Governmental Authority; provided, further, that for disclosure made pursuant to clause (iv), the Receiving Party shall promptly notify the Disclosing Party of the disclosure requirement prior to disclosure and cooperate with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure.extent

Restrictions on Disclosure. The Subject to the terms of this Section 14.2, the Receiving Party shall maintain in confidence the Confidential Information so received and will not use such information, except to the extent permitted under this Agreement, to the detriment of the Disclosing Party, until such time as the Confidential Information so received enters the public domain other than by the act or omission of the Receiving Party. A Receiving Party shall limit disclosure of the Disclosing Party’s Confidential Information to those of its employees, subcontractors, attorneys, agents and consultants with a need to know the Confidential Information, subject to a nondisclosure obligation comparable in scope to this Section 21Article 14. Each Party shall protect the other Party’s Confidential Information using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Confidential Information. The obligations imposed by this Section 21 Article 14 shall be unlimited in duration; provided, however, that such obligations shall not apply to any Confidential Information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is developed independently by the Receiving Party prior to the date of disclosure; (iii) is rightfully obtained by the Receiving Party from a Third Party entitled to disclose the information without confidentiality restrictions or (iv) the disclosure of which is required by Applicable Law, regulation, a court or other Governmental Authority; provided, further, that for disclosure made pursuant to clause (iv), the Receiving Party shall promptly notify the Disclosing Party of the disclosure requirement prior to disclosure and cooperate with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure.

Restrictions on Disclosure. The Receiving Party shall maintain in confidence the Confidential Information so received and will not use such information, except to the extent permitted under this Agreement, to the detriment of the Disclosing Party, until such time as the Confidential Information so received enters the public domain other than by the act or omission of the Receiving Party. A Receiving Party shall limit disclosure disclose any of the Disclosing Party’s Confidential Information to any agent, contractor or other person not employed by the Receiving Party, except (a) to its directors, accountants and attorneys, (b) such other persons, if any, as to whom the Disclosing Party consents in advance in writing. The Receiving Party shall disclose the Disclosing Party’s Confidential Information only to those of its employees, subcontractorscontractors and agents, attorneysin each case, agents need such Confidential Information to carry out a permitted use on behalf of the Receiving Party and consultants with who agree in writing or who are already under a need duty to know protect and observe the confidentiality and limitations on use of such Confidential Information, subject to a nondisclosure obligation comparable in scope to on terms no less restrictive than the terms of this Section 2111. Each The Receiving Party shall take all measures reasonably necessary to protect the other confidentiality of Confidential Information, including, without limitation, taking such precautions as the Receiving Party takes to protect the Receiving Party’s Confidential Information using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Confidential Information. The obligations imposed by this Section 21 shall be unlimited in durationconfidential and proprietary information; provided, provided however, that such obligations measures shall not apply in no event be less than reasonable measures to any Confidential Information that: (i) is or becomes publicly known through no fault protect the confidentiality of the Receiving Disclosing Party; (ii) is developed independently by ’s Confidential Information. Notwithstanding the Receiving Party prior to the date of disclosure; (iii) is rightfully obtained by the Receiving Party from a Third Party entitled to disclose the information without confidentiality restrictions or (iv) the disclosure of which is required by Applicable Law, regulation, a court or other Governmental Authority; provided, further, that for disclosure made pursuant to clause (iv)foregoing, the Receiving Party shall promptly notify may disclose Confidential Information of the Disclosing Party of as required by law or regulation, provided that, to the disclosure requirement prior to disclosure and cooperate with extent feasible, the Receiving Party gives the Disclosing Party (prior written notice of such disclosure and cooperates reasonably, at Disclosing Party’s sole expense, to obtain confidential treatment if available, and in any case, to restrict any such disclosure to the latter’s expense and at its request) to resist or limit the disclosuremaximum extent permitted by applicable law.

Restrictions on Disclosure. The Subject to the terms of this Section 20.2, the Receiving Party shall maintain in confidence the Confidential Information so received and will not use such information, except to the extent permitted under this Agreement, to the detriment of the Disclosing Party, until such time as the Confidential Information so received enters the public domain other than by the act or omission of the Receiving Party. A Receiving Party shall limit disclosure of the Disclosing Party’s Confidential Information to those of its employees, subcontractors, attorneys, agents and consultants with a need to know the Confidential Information, subject to a nondisclosure obligation comparable in scope to this Section 21. Each Party shall protect the other Party’s Confidential Information using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Confidential Information. The obligations imposed by this Section 21 shall be unlimited in duration; provided, however, that such obligations shall not apply to any Confidential Information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is developed independently by the Receiving Party prior to the date of disclosure; (iii) is rightfully obtained by the Receiving Party from a Third Party entitled to disclose the information without confidentiality restrictions or (iv) the disclosure of which is required by Applicable Law, regulation, a court or other Governmental Authority; provided, further, that for disclosure made pursuant to clause (iv), the Receiving Party shall promptly notify the Disclosing Party of the disclosure requirement prior to disclosure and cooperate with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure.

Restrictions on Disclosure. The Receiving Party shall maintain in confidence the Confidential Information so received and will not use such information, except to the extent permitted under this Agreement, to the detriment of the Disclosing Party, until such time as the Confidential Information so received enters the public domain other than by the act or omission of the Receiving Party. A Receiving Party shall limit disclosure of the Disclosing Party’s Confidential Information to those of its employees, subcontractors, attorneys, agents agents, and consultants with a need to know the Confidential Information, subject to a nondisclosure obligation comparable in scope to this Section 21Article 9. Each Party shall protect the other Party’s Confidential Information using the same degree of care (but no less than a reasonable degree of care) that it uses to protect its own Confidential Information. The obligations imposed by this Section 21 shall be unlimited in durationduring the Term of this Agreement and for six (6) years thereafter; provided, however, that such obligations shall not apply to any Confidential Information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is developed independently by the Receiving Party prior to the date of disclosure; (iii) is rightfully obtained by the Receiving Party from a Third Party entitled not known by Receiving Party to disclose be prohibited from disclosing the information without confidentiality restrictions or (iv) the disclosure of which is as required by Applicable Law, Law or by regulation, . A Receiving Party also may disclose Confidential Information to the extent required by a court or other Governmental Authority; provided, further, provided that for disclosure made pursuant to clause (iv), the Receiving Party shall Party, if not legally prohibited from doing so, promptly notify notifies the Disclosing Party of the disclosure requirement prior to disclosure and cooperate cooperates with the Disclosing Party (at the latter’s expense and at its request) to resist or limit the disclosure.