Common use of Safeguards of Confidential Information Clause in Contracts

Safeguards of Confidential Information. The Recipient shall hold Confidential Information in confidence, which shall not be less than the degree of care Recipient uses to protect its own Confidential Information, and Recipient shall use or disclose such Confidential Information solely for the purposes of evaluation and performance of this Agreement, or as otherwise required or permitted by law. The Recipient shall establish and maintain commercially reasonable administrative, physical and technical safeguards to (i) insure the security and confidentiality Confidential Information (ii) protect against any anticipated threats or hazards to the security or integrity of Confidential Information, and (iii) protect against unauthorized access to or use of Confidential Information (collectively, the “Information Security Program”). The Recipient represents and warrants that its Information Security Program does and will comply with all applicable federal and state privacy and data protection laws relating to Personal Information. The Recipient shall: a) restrict disclosure of Confidential Information to its representatives with a need to know and inform such representatives of its obligations under this Article; b) not disclose Confidential Information to third parties without the written consent of the Discloser, except as required by external auditors, regulators, the Medical Information Bureau (MIB), or pursuant to Section 13.4.3 or Section 13.4.7; and c) use commercially reasonable secure methods in the transmission, maintenance and disposal of such Confidential Information. I414849US-12 (11-01-2011) QT#04028US11 (COLI & BXXx) Notwithstanding any other provisions of this Agreement, pursuant to Section 6011 of the U.S. Internal Revenue Code and the regulations thereunder, each party and its representatives may consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this transaction (the “Tax Treatment”), and disclose to any and all persons, without limitation of any kind, the Tax Treatment and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to the Tax Treatment.

Safeguards of Confidential Information. The Recipient shall hold Confidential Information in confidence, which shall not be less than the degree of care Recipient uses to protect its own Confidential Information, and Recipient shall use or disclose such Confidential Information solely for the purposes of evaluation and performance of this Agreement, or as otherwise required or permitted by law. The Recipient shall establish and maintain commercially reasonable administrative, physical and technical safeguards to (i) insure the security and confidentiality Confidential Information (ii) protect against any anticipated threats or hazards to the security or integrity of Confidential Information, and (iii) protect against unauthorized access to or use of Confidential Information (collectively, the “Information Security Program”). The Recipient represents and warrants that its Information Security Program does and will comply with all applicable federal and state privacy and data protection laws relating to Personal Information. The Recipient shall: a) restrict disclosure of Confidential Information to its representatives with a need to know and inform such representatives of its obligations under this Article; b) not disclose Confidential Information to third parties without the written consent of the Discloser, except as required by external auditors, regulators, the Medical Information Bureau (MIB), or pursuant to Section 13.4.3 or Section 13.4.7; and c) use commercially reasonable secure methods in the transmission, maintenance and disposal of such Confidential Information. I414849US-12 I414848US-12 (11-01-2011) QT#04028US11 (COLI & BXXx) Notwithstanding any other provisions of this Agreement, pursuant to Section 6011 of the U.S. Internal Revenue Code and the regulations thereunder, each party and its representatives may consult any tax advisor regarding the U.S. federal income tax treatment or tax structure of this transaction (the “Tax Treatment”), and disclose to any and all persons, without limitation of any kind, the Tax Treatment and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to the Tax Treatment.