Common use of Restrictions on Use and Disclosure of Confidential Information Clause in Contracts

Restrictions on Use and Disclosure of Confidential Information. The receiving party will use the disclosing party’s Confidential Information solely as necessary in connection with the performance of this Agreement. The receiving party shall maintain the confidentiality of the disclosing party’s Confidential Information using at least the same degree of care that such party uses to protect its own Confidential Information of a similar nature, and shall restrict disclosure of the disclosing party’s Confidential Information to its employees, consultants, contractors, agents and representatives who have a need to know such information and are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein; provided, that a party may disclose the disclosing party’s Confidential Information if required by law and provided the receiving party provides prompt notice of such requirement and disclosure to the other party to the extent allowed by law. The receiving party shall have the right to disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body provided that the receiving party provides prompt, advance written notice thereof to enable the disclosing party to seek a protective order or otherwise prevent such disclosure. In the event such a protective order is not obtained by the disclosing party, the receiving party shall disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed Confidential Information.

Restrictions on Use and Disclosure of Confidential Information. The Parties agree that during the Term and so long as Confidential Information of the disclosing Party remains in the receiving Party’s possession: (i) to hold the Confidential Information of the disclosing party will in trust and strictest confidence; (ii) to use the Confidential Information of the disclosing party only for the benefit of the disclosing party; (iii) not to use the Confidential Information of the disclosing party in any manner or for any purpose not expressly set forth in this Agreement; (iv) to reproduce the Confidential Information of the disclosing party only to the extent reasonably required to fulfill the receiving party’s obligations hereunder; (v) to keep the Confidential Information of the disclosing party in a secure facility when not in use; and (vi) not to disclose, deliver, provide, disseminate or otherwise make available, directly or indirectly, any Confidential Information of the disclosing party to any third party without first obtaining the disclosing party’s Confidential Information solely as necessary in connection with express written consent on a case-by-case basis. A Party may disclose the performance of this Agreement. The receiving party shall maintain the confidentiality of the disclosing party’s Confidential Information using at least the same degree of care that such party uses to protect its own Confidential Information of a similar nature, and shall restrict disclosure of the disclosing partyother Party’s Confidential Information to its employees, consultants, contractors, agents employees and representatives who have a need to know such Confidential Information, and, in connection with a potential transaction or as a reporting obligation pursuant thereto, to fundraising sources and their respective advisors. Each Party shall take at least the same degree of care that it uses to protect its own most highly confidential and proprietary information of similar nature and are bound by obligations of importance (but in no event less than reasonable care) to protect the confidentiality and non-use no less restrictive than those set forth herein; providedavoid the unauthorized use, that disclosure, publication or dissemination of the Confidential Information of the disclosing party. Notwithstanding the foregoing, a party Party may disclose the disclosing party’s Confidential Information if required by law and provided the receiving party provides prompt notice of such requirement and disclosure to the other party to the extent allowed by law. The receiving party shall have the right to disclose Confidential Information of the other party pursuant Party to the order or requirement extent specifically required by applicable law; provided, that, such Party shall first give reasonable advance notice of a courtsuch compelled disclosure to disclosing party, administrative agency, or other governmental body provided that the receiving party provides prompt, advance written notice thereof to enable and shall cooperate with the disclosing party in connection with any efforts to seek a protective order prevent or otherwise prevent limit the scope of such disclosure. In the event such a protective order is not obtained by the disclosing party, the receiving party shall disclose only that portion disclosure and/or use of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed applicable Confidential Information.

Restrictions on Use and Disclosure of Confidential Information. The receiving party will use the disclosing party’s Confidential Information solely as necessary in connection with Parties acknowledge that, during the performance of this Agreement. The receiving party shall maintain the confidentiality , each Party might have access to certain of the disclosing partyother Party’s Confidential Information. Each Party agrees: (i) that all items of Confidential Information using at least are proprietary to the same Disclosing Party and will remain the Disclosing Party’s sole property, (ii) to use Confidential Information solely to perform its respective duties, or exercise its rights, under this Agreement or as otherwise permitted under this Agreement, (iii) to hold in strict confidence and protect such Confidential Information from dissemination as if it were its own (but, in any event, to use no less than a reasonable degree of care that to so protect such party uses Confidential Information), (iv) to protect its own Confidential Information of a similar nature, and shall restrict not make any disclosure of the disclosing party’s such Confidential Information to any person or entity without the express written consent of the Disclosing Party, except to its employees, consultants, contractors, agents affiliates and representatives its and their respective Personnel to whom disclosure is necessary pursuant to (ii) above and who have a need to know such information and are bound in writing by obligations duties of confidentiality and non-use no less nondisclosure at least as restrictive than as those set forth herein; provided, and (v) upon request of the Disclosing Party, to return or destroy all Confidential Information that a party is in the Receiving Party’s possession or control upon termination or expiration of this Agreement. Notwithstanding the foregoing, each Party may disclose the disclosing party’s Confidential Information if required by law and provided the receiving party provides prompt notice of such requirement and disclosure to the limited extent required in order to comply with the order of a court or other party governmental body, or as otherwise necessary to comply with applicable law, on the condition that the Receiving Party gives the Disclosing Party reasonable notice and the opportunity to seek confidential treatment, a protective order, or similar remedies or relief prior to disclosure, to the extent allowed by under applicable law. The receiving party shall have the right to disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body provided that the receiving party provides prompt, advance written notice thereof to enable the disclosing party to seek a protective order or otherwise prevent such disclosure. In the event such a protective order is not obtained by the disclosing party, the receiving party shall disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed Confidential Information.