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, forecasts, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this CMA, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred to as “Confidential Information” hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. 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; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (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 or rules or regulations of any stock exchange.

Scope of Confidential Information. From time to time during the Term, either each Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, goods Products and services, forecasts, confidential information and materials comprising or relating to Intellectual PropertyProperty Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this CMAAgreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred to as “Confidential Information” hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. Notwithstanding the foregoing, Confidential Information does not include information that, that at the time of disclosure and as established by documentary evidence: disclosure: (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; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (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; ; 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 Confidential Information; or . If the Receiving Party is required by applicable Law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order or other remedy, and the Receiving Party shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: (ea) only disclose that portion of the Disclosing Party’s Confidential Information that, in the written opinion of its legal counsel, the Receiving Party is required to be disclosed pursuant disclose; and (b) use reasonable efforts to applicable Law or rules or regulations of any stock exchangeensure that such Confidential Information is afforded confidential treatment.

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, forecastsproducts, confidential information and materials comprising or relating to Intellectual Propertyintellectual property, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such ; with such information, as well as the terms of this CMAAgreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated marked or otherwise identified as “confidential,” is collectively referred to as constitutes “Confidential Information” hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. Notwithstanding the foregoing, Confidential Information does not include excludes information that, at the time of disclosure and as established by documentary evidence: disclosure: (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 Agreement 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 third-party is not and was not prohibited from disclosing such Confidential Information; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (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; ; 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 Confidential Information; or . For the avoidance of doubt, (ex) is required “Confidential Information” does not include information with respect to the Business or the Assets conveyed to Service Provider at the First Closing, which shall be disclosed governed by the Purchase Agreement, and (y) the books and records owned by Service Provider pursuant to applicable Law Section 8(b) of this Agreement shall be Service Provider’s Confidential Information. Upon the consummation of the Second Closing or rules or regulations earlier termination of any stock exchangethis Agreement, this Section 9 shall terminate as to Service Provider and the Company shall convey all Company Confidential Information to Service Provider and be bound by the confidentiality provisions in the Purchase Agreement with respect thereto.

Scope of Confidential Information. From time to time during the TermTerm of this Framework Agreement, either Party or its Affiliates (as the “Disclosing Party”) may disclose or make available to the other Party or its Affiliates (as the “Receiving Party”) information about its business affairs, goods and services, forecastscustomers, confidential information and materials comprising or relating to the Intellectual Property, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this CMAFramework Agreement, whether disclosed orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is ”, are collectively referred to as “Confidential Information” hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. Notwithstanding the foregoing, Confidential Information does not include information thatthat the Receiving Party can demonstrate, at the time of disclosure and as established by documentary evidence: before, on or after the Effective Date: (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 16 by the Receiving Party or any of its Representatives; Affiliates; (b) is or becomes available to the Receiving Party on a non-non- confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (c) was developed by the Receiving Party independently of and without use of or access to Confidential Information, or (d) was rightfully known by or in the possession of the Receiving Party or its Representatives without obligations of confidentiality prior to being disclosed by or on behalf of the Receiving Party’s receipt from the Disclosing Party; (d) was Party before, on or is independently developed by after the Effective Date. The Receiving Party without reference to or use of, in whole or in part, shall be responsible for any breach of this Section by any of the Disclosing Party’s Confidential Information; or its Affiliates. Article 18 below (eLimitation of Liability) is required shall not apply to be disclosed pursuant to applicable Law or rules or regulations any breach of any stock exchangethis Article 16.

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, forecasts, confidential information and materials comprising or relating to Intellectual Propertyintellectual property rights, trade secrets, third-party confidential information information, and other sensitive sensitive, competitive, or proprietary information, including without limitation any information specifically identified in an Attachment. Such information, as well as the existence and terms of this CMAAgreement, whether orally disclosed or otherwise made available orally, in writtenwriting, by demonstration, or otherwise, in electronic or other form or media, and whether or not marked, designated designated, or otherwise identified as “confidential,” is collectively referred to as constitutes “Confidential Information” hereunder. Buyer shall be deemed to be the Disclosing Party Exhibitions Cargo and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information includedits employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the rights personal benefit of Exhibitions Cargo, or divulge, disclose, or communicate in any manner, any information that is proprietary to which are includedthe Customer, in the Purchased Assetsand will protect such information and treat it as strictly confidential. 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 ofresulting, directly or indirectly, from any breach of this Section 13 paragraph 2 by the Receiving Party or any of its Representativesrepresentatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such the third party is not and was not prohibited from disclosing such the Confidential Information; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.; (c) was known by or in the possession of the Receiving Party or its Representatives prior to representatives 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 must be disclosed pursuant to under applicable Law or rules or regulations of any stock exchangelaw.

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, forecastsservices (including any Forecasts), confidential information and materials comprising or relating to Intellectual PropertyProperty Rights, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this CMAAgreement and other information that by its nature can reasonably be expected to be considered confidential, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred to as constitutes “Confidential Information” hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. Notwithstanding the foregoing, Confidential Information does not include information that, 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 ‎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; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.; (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 Law; provided, that the Receiving Party (i) provide prompt written notice thereof to the Disclosing Party to enable the Disclosing Party to seek a protective order or rules or regulations otherwise prevent such disclosure and (ii) disclose only that portion of any stock exchangethe Confidential Information required to comply with such requirement.

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 products and services, forecastsservices (including any Forecasts), confidential information information, and materials comprising or relating to Intellectual PropertyIP Rights, trade secretsTrade Secrets, third-third party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this CMAthe Agreement, whether orally or in written, electronic electronic, or other form or media, and whether or not marked, designated or otherwise identified as “"confidential,” is collectively referred to as “" constitutes "Confidential Information” " hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. 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 section 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-third party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (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 . Buyer may disclose Seller technical and programmatic Confidential Information to be disclosed pursuant to applicable Law or rules or regulations of any stock exchangeBuyer’s prospective and actual customers, as reasonably required, provided that Buyer first receives from such customers a confidentiality commitment no less stringent than the one herein contained.

Scope of Confidential Information. From time to time during the Term, [Buyer/Seller/either Party Party] (as the “"Disclosing Party”") may disclose or make available to [Seller/Buyer/the other Party Party] (as the “"Receiving Party”") information about its business affairs, goods and services, forecastsservices (including any Forecasts), confidential information and materials comprising or relating to Intellectual PropertyProperty Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information[, as well as the terms of this CMAAgreement][, whether orally or in written, electronic or other form or media][, and and] [whether or not marked, designated or otherwise identified as “"confidential,” is collectively referred to as “"] constitutes "Confidential Information” " hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. 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 2913 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; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (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) or is required to be disclosed pursuant to applicable Law Law. [Notwithstanding the foregoing, any technical or rules other information provided by Seller to Buyer or regulations its Affiliates will not be subject to confidentiality or nondisclosure obligations unless the parties have entered into a separate written confidentiality and nondisclosure agreement signed by their respective authorized representatives prior to the effective date of any stock exchangethis 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 affairs, goods and services, forecastsservices (including any Forecasts), confidential information and materials comprising or relating to Intellectual PropertyProperty Rights, trade secrets, third-party confidential information information, and other sensitive or proprietary information. Such information, as well as the terms of this CMAAgreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “"confidential,” is collectively referred to as “" constitutes "Confidential Information” " hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. 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; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.; (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 Law. Notwithstanding the foregoing, any technical or rules other information provided by Manufacturer to Mirion or regulations its Affiliates will not be subject to confidentiality or nondisclosure obligations unless the parties have entered into a separate written confidentiality and nondisclosure agreement signed by their respective authorized representatives prior to the effective date of any stock exchangethis Agreement.