Common use of Scope of Confidential Information Clause in Contracts

Scope of Confidential Information. From time to time during the Term, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs, goods and services (including any Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" constitutes "Confidential Information" hereunder. Confidential Information does not include information that at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, confidential information and materials comprising or relating to Intellectual Property Rightsintellectual property rights, including without limitation, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Catalyst Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" constitutes "” (collectively, “Confidential Information" hereunder”). Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (ai) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 11 by the Receiving Party or any of its Representatives; (bii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (ciii) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (div) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (ev) is required to be disclosed pursuant to applicable Lawlaw.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any services, Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" constitutes "” (collectively, “Confidential Information" hereunder”). Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 ARTICLE XI by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law, including but not limited to the disclosure requirements under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, or the rules of any stock exchange. (f) is contained in or is a part of any manual, bulletin, or documentation set forth in section 6.02 of this Agreement.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business business, technical, financial or legal affairs, goods and services (including any Forecastsforecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" ” collectively constitutes "“Confidential Information" ” hereunder. Confidential Information does not include information that at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was rightfully known by or in the possession of the Receiving Party or its Representatives without restriction prior to being disclosed by or on behalf of the Disclosing Party;; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either one Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs, goods and services (including any Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally oral or in written, electronic or other form or media, and whether marked or not marked, designated or otherwise identified as "confidential" constitutes "Confidential Information" hereunder. Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 Article X by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to before being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to under applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party Supplier (as the "Disclosing Party") may disclose or make available to the other Party Sales Representative (as the "Receiving Party") information about its business affairs, goods and services (including any Forecasts)services, forecasts, confidential information information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated designated, or otherwise identified as "confidential" constitutes (collectively, "Confidential Information" hereunder"). Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (a) : is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 9.1 by the Receiving Party or any of its Representatives; (b) ; is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) ; was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) ; was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) or is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party Seller (as the "Disclosing Party") may disclose or make available to the other Party Buyer (as the "Receiving Party") information about its business affairs, goods and services (including any Forecasts)services, confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-third- party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," constitutes is collectively referred to as "Confidential Information" hereunder. Notwithstanding the foregoing, Confidential Information does not include information that at the time of disclosure and as established by documentary evidencedisclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its standard operating procedures, business affairs, goods and services (including any Forecasts)safety protocols, the Product, services, CMC Data, Data, Information, Post-Marketing Studies, Regulatory Information, Required Information, Sensitive Information, confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" ” constitutes "“Confidential Information" ” hereunder. Confidential Information does not include information that at the time of disclosure and as established by documentary evidence: : (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 8 by the Receiving Party or any of its Representatives; ; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that provided, that, such third party is not and was not prohibited from disclosing such Confidential Information; ; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; ; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Applicable Law; or (f) is source information for a MDR or a MDR itself, except as provided herein.

Scope of Confidential Information. From time to time during the Term, either Party party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, confidential information and materials comprising or relating to Intellectual Property Rightsintellectual property rights, including without limitation, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this AgreementContract, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" constitutes "” (collectively, “Confidential Information" hereunder”). Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (ai) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 16 by the Receiving Party or any of its Representatives; (bii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (ciii) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (div) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (ev) is required to be disclosed pursuant to applicable Lawlaw.

Scope of Confidential Information. From time to time during During the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-third party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" ” constitutes "“Confidential Information" hereunder”. Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: : (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, of any breach of this Section 13 by the Receiving Party or any of its Representatives; representatives, (b) is or becomes available to the Receiving Party on a non-confidential nonconfidential basis from a third-third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; , (c) was known by or in the possession of the Receiving Party or its Representatives representatives prior to being disclosed by or on behalf of the Disclosing Party; , (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or , or (e) is required to be disclosed pursuant to applicable Lawa valid court order.

Scope of Confidential Information. From time to time during the Term, either Party party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, confidential information and materials comprising or relating to Intellectual Property Rightsintellectual property rights, including without limitation, trade secrets, third-party confidential information information, the Licensed Technology, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" constitutes "” (collectively, “Confidential Information" hereunder”). Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (ai) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 8 by the Receiving Party or any of its Representatives; (bii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (ciii) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (div) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (ev) is required to be disclosed pursuant to applicable Applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party Seller (as the "Disclosing Party") may disclose or make available to the other Party Buyer (as the "Receiving Party") information about its business affairs, goods and services (including any Forecasts)services, confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" constitutes (collectively, "Confidential Information" hereunder"). Confidential Information does not include information that at the time of disclosure and as established by documentary evidencedisclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 Article ARTICLE XII by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was legally entitled to be in possession of such Confidential Information and/or was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either a Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" ” constitutes "“Confidential Information" ” hereunder. Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 12 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Lawlaw.

Scope of Confidential Information. From time to time during the Term, either Party party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, confidential information and materials comprising or relating to Intellectual Property Rightsintellectual property rights, including without limitation, trade secrets, third-party confidential information information, the Licensed Technology, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" constitutes "” (collectively, “Confidential Information" hereunder”). Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (ai) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 15 by the Receiving Party or any of its Representatives; (bii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (ciii) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (div) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (ev) is required to be disclosed pursuant to applicable Applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and goods, services (including any Forecasts), confidential information information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic electronic, or other form or media, and whether or not marked, designated designated, or otherwise identified as "“confidential" ” constitutes "“Confidential Information" ” hereunder. Confidential Information does not include information that at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 Agreement by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was rightfully known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party;; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any services, Forecasts), confidential information information, and materials comprising or relating to Intellectual Property Rights, trade secretsTrade Secrets, third-party confidential information information, and other sensitive or proprietary information. Such ; such information, as well as the terms of this Agreement, whether orally or in written, electronic electronic, or other form or media, and whether or not marked, designated designated, or otherwise identified as "“confidential" ” constitutes "“Confidential Information" ” hereunder. Confidential Information does not include excludes information that that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 Article XIII by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to before being disclosed by or on behalf of the Disclosing Party;; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, forecasts, confidential information and materials comprising or relating to Intellectual Property RightsProperty, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" constitutes ",” is collectively referred to as “Confidential Information" ” hereunder. Notwithstanding the foregoing, Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable LawLaw or rules or regulations of any stock exchange.

Scope of Confidential Information. From time to time before, during or after the Term, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its about, including but not limited to, business affairs, shareholders, affiliates, licensors or licensees (or their respective businesses, affairs), financial condition, assets, liabilities, operations, prospects, goods and services (including any Forecasts)services, pricing, confidential information and materials comprising or relating to Intellectual Property IP Rights, trade secrets, designs, specifications, processes, employees, suppliers, customers, contracts, third-party confidential information information, activities and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally oral or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" constitutes "Confidential Information" hereunder. Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidencedisclosure: (ai) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 Article 12 by the Receiving Party or any of its Representatives; (bii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (ciii) was known by or in the possession of the Receiving Party or its Representatives prior to before being disclosed by or on behalf of the Disclosing Party; (div) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (ev) is required to be disclosed pursuant to under applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any services, Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, media and whether or not marked, designated or otherwise identified as "“confidential" constitutes ",” is collectively referred to as “Confidential Information" ” hereunder. Notwithstanding the foregoing, Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "‘‘Receiving Party"”) information about its business affairs, goods and services (including any services, Forecasts), confidential information information. and materials comprising or relating to Intellectual Property Rights, trade secretsTrade Secrets, third-party confidential information information, and other sensitive or proprietary information; such information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic electronic, or other form or media, and whether or not marked, designated designated, or otherwise identified as "“confidential" ” constitutes "Confidential Information" “Conjide11da/ hifomwtio11·· hereunder. Confidential Information does not include excludes information that that, at the time of disclosure and as established by documentary evidence: . (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 ARTICLE XUI by the Receiving Party or any of its Representatives; , (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; , (c) was known by or in the possession of the Receiving Party or its Representatives prior to before being disclosed by or on behalf of the Disclosing Party; , or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Lawinformation.

Scope of Confidential Information. From time to time during the Term, either Party Custom (as the "“Disclosing Party"”) may disclose or make available to the other Party Finder (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, forecasts, confidential information information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreementthese Terms, whether orally or in written, electronic or other form or media, and whether or not marked, designated designated, or otherwise identified as "“confidential" constitutes "” (collectively, “Confidential Information" hereunder”). Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence:evidence:‌ (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 10.1 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party;; that:‌‌‌‌‌‌‌ (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the TermTerm of this Agreement, either a Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, forecasts, confidential information information, and materials comprising or relating to Intellectual Property Rightsintellectual property rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated designated, or otherwise identified as "“confidential" constitutes "” (collectively, “Confidential Information" hereunder”). Confidential Information does not include information that that, at the time of disclosure disclosure, and as established by documentary evidence: : (ai) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 12 by the Receiving Party or any of its Representatives; Party; (bii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; ; (ciii) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; Party in a non- confidential manner; or (div) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall have the burden of demonstrating that any of the foregoing exceptions apply by clear and convincing evidence.

Scope of Confidential Information. From time to time during the Term, either Party party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, confidential information and materials comprising or relating to Intellectual Property Rightsintellectual property rights, including without limitation, trade secrets, third-party confidential information information, the Licensed Technology, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" constitutes "” (collectively, “Confidential Information" hereunder”). Confidential Information does not include information that that, at the time of disclosure and as established by documentary evidence: (ai) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 10 by the Receiving Party or any of its Representatives; (bii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (ciii) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (div) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (ev) is required to be disclosed pursuant to applicable Applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any services, Forecasts), confidential information information, and materials comprising or relating to Intellectual Property Rights, trade secretsTrade Secrets, third-party confidential information information, and other sensitive or proprietary information. Such ; such information, as well as the terms of this Agreement, whether orally or in written, electronic electronic, or other form or media, and whether or not marked, designated designated, or otherwise identified as "“confidential" ” constitutes "“Confidential Information" ” hereunder. Confidential Information does not include excludes information that that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 Article XI by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to before being disclosed by or on behalf of the Disclosing Party;; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "“Disclosing Party"”) may disclose or make available to the other Party (as the "“Receiving Party"”) information about its business affairs, goods and services (including any Forecasts)services, confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "“confidential" constitutes ",” is collectively referred to as “Confidential Information" ” hereunder. Notwithstanding the foregoing, Confidential Information does not include information that at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's ’s Confidential Information; or (e) subject to compliance with Section 13.3, is required to be disclosed pursuant to applicable Law.

Scope of Confidential Information. From time to time during the Term, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs, goods and services (including any Forecasts)services, confidential information information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such , such information, as well as the terms of this Agreement, whether orally or in written, electronic electronic, or other form or media, and whether or not marked, designated designated, or otherwise identified as "confidential" constitutes "Confidential Information" hereunder. Confidential Information does not include excludes information that that, at the time of disclosure and as established by documentary evidence: : (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; ; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; ; (c) was known by or in the possession of the Receiving Party or its Representatives prior to before being disclosed by or on behalf of the Disclosing Party; ; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or or (e) is required to be disclosed pursuant to applicable Lawlaw.