Common use of Undertakings of the Parties Clause in Contracts

Undertakings of the Parties. 3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose without the prior written consent of the Discloser. 3.2 The Recipient will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. The Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Recipient will not disclose Confidential Information received to third parties unless otherwise agreed. 3.5 The Recipient shall treat all Confidential Information with the same degree of care as they give to their own confidential information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Discloser, and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Recipient licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in reciprocity and good faith of the Parties, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property of the Discloser. 3.7 The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser may request it to the Recipient. 3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure and will collaborate to the extent practicable with the Discloser in order to comply with the order. 3.10 The Parties agree that the Discloser will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 The Recipient shall immediately notify the Discloser upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. 3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

Undertakings of the Parties. 3.1 In the context of discussions, preparations or negotiations, the Discloser Disclosing Party may disclose Confidential Information to the RecipientReceiving Party. The Recipient Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose without the prior written consent of the DiscloserDisclosing Party. 3.2 The Recipient Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. The Recipient Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Recipient Receiving party will not disclose Confidential Information received to third parties unless otherwise agreed. 3.5 The Recipient parties shall treat all Confidential Information with the same degree of care as they give to their own confidential information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the DiscloserDisclosing Party, and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Recipient Receiving Party a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the DiscloserDisclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Recipient Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient Receiving Party shall be the sole property of the DiscloserDisclosing Party. 3.7 The Recipient Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser Disclosing Party may request it to the RecipientReceiving Party. 3.8 Notwithstanding the foregoing, the Recipient Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Discloser Disclosing Party in order to comply with the order. 3.10 The Parties agree that the Discloser Disclosing Party will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 The Recipient Receiving Party shall immediately notify the Discloser Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser Disclosing Party may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. 3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

Undertakings of the Parties. 3.1 In During the context Term (as defined herein) of discussionsthis Agreement and for five (5) years thereafter, preparations each Party: (a) shall treat as confidential all Confidential Information provided to the receiving Party by the disclosing Party; (b) shall not use such Confidential Information except as expressly permitted under the terms of this Agreement or negotiationsotherwise authorized in writing by the disclosing Party; (c) shall implement reasonable procedures to prohibit the disclosure, the Discloser may unauthorized duplication, misuse or removal of such Confidential Information; and (d) shall not disclose such Confidential Information to the Recipient. The Recipient agrees any Third Party unless it is necessary to use the Confidential Information solely fulfill one or more obligations expressly required by this Agreement, and unless such Third Party has agreed in connection with purposes contemplated between the Parties in this Agreement and not writing to use it for any other purpose without the prior written consent be bound by terms of the Discloser. 3.2 The Recipient will not disclose and will keep confidential the information received, except confidentiality at least equivalent to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as those set forth in this Agreement. The Recipient will be responsible for ensuring Article 11, except that the obligations period during which such information is to remain confidential may be reasonable and customary under the circumstances. Without limiting the foregoing, each of confidentiality and non-the Parties shall use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Recipient will not disclose Confidential Information received to third parties unless otherwise agreed. 3.5 The Recipient shall treat all Confidential Information with at least the same procedures and degree of care as they give to their own confidential information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain prevent the property disclosure of the Discloser, and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Recipient licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all existing and future intellectual property rights related to the ’s Confidential Information are exclusive titles as it uses to prevent the disclosure of the Discloser. For the sake its own confidential information of clarity based like importance, and shall in reciprocity any event use no less than reasonable procedures and good faith a reasonable degree of the Partiescare; provided, the Recipient will that such obligations shall not apply for or obtain to any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property of the Discloser.information that is: 3.7 The Recipient shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) independently developed by such Party outside the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser may request it to the Recipient. 3.8 Notwithstanding the foregoing, the Recipient may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser of the terms of such disclosure scope and will collaborate to the extent practicable with the Discloser in order to comply with the order. 3.10 The Parties agree that the Discloser will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 The Recipient shall immediately notify the Discloser upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. 3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement, as evidenced by such Party’s contemporaneous written records; (ii) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the recipient; (iii) received without an obligation of confidentiality from a Third Party having the right to disclose such information; (iv) released from the restrictions of this Section 11.1 by the express written consent of the disclosing Party; (v) disclosed to any Affiliate, sublicensee or subcontractor (including potential sublicensees or subcontractors) of such Party hereunder; provided that such Affiliate, sublicensee or subcontractor or potential sublicensee or subcontractor agrees to be bound by the provisions of this Section 11.1 or similar provisions in a separate confidentiality agreement; or (vi) required by law, statute, rule or court order to be disclosed (the disclosing Party shall, however, use reasonable efforts to obtain confidential treatment of any such disclosure, consult with the other Party and permit the other Party to participate in seeking an appropriate protective order). 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

Undertakings of the Parties. 3.1 In the context of discussions, preparations or negotiations, the Discloser Disclosing Party may disclose Confidential Information to the RecipientReceiving Party. The Recipient Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the DiscloserDisclosing Party. 3.2 The Recipient Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2to meet the mutual collaboration objectives of the parties. The Recipient Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. The Recipient Hence the Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 to meet the mutual collaboration objectives of the parties and not use the information for its own exclusive purposes or benefit. 3.4 The Recipient Receiving Party will not disclose any Confidential Information received to any third parties unless parties, except as otherwise agreedprovided for herein. 3.5 The Recipient Parties shall treat all Confidential Information with the same degree of care as they give it accords to their its own confidential informationConfidential Information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Discloser, Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Recipient Receiving Party a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the DiscloserDisclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Recipient Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient Receiving Party shall be the sole property of the DiscloserDisclosing Party. 3.7 The Recipient Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser Disclosing Party may request it to the RecipientReceiving Party. 3.8 Notwithstanding the foregoing, the Recipient Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Discloser Disclosing Party in order to comply with the orderorder and preserve the confidentiality of the Confidential Information. 3.10 The Parties agree that the Discloser Disclosing Party will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 The Recipient Receiving Party shall immediately notify the Discloser Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser Disclosing Party may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "“as such" ” and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement noninfringement of third party rights, accuracy, completeness or correctness. 3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

Undertakings of the Parties. 3.1 In the context of discussions, preparations or negotiations, the Discloser Disclosing Party may disclose Confidential Information to the RecipientReceiving Party. The Recipient Receiving Party agrees to use the Confidential Confiden- tial Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the DiscloserDisclosing Party. 3.2 The Recipient Receiving Party will not disclose and will keep confidential the information received, except ex- cept to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes pur- poses specified in clause 2. The Recipient Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential confiden- tial on the same terms as set forth in this Agreement. The Recipient Hence the Receiving Party will be responsible respon- sible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient Receiving Party will use the Confidential Information exclusively for the permitted purpose pur- pose stated in clause 2 and not use the information for its own purposes or benefit. Each Party agrees not to use the other Party’s software in order to create comparative demos of technical/commercial nature with their own or 3rd party products that may harm the other Party’s image and/or that of its products. 3.4 The Recipient Receiving Party will not disclose any Confidential Information received to third parties unless any 3rd parties, except as otherwise agreedprovided for herein. 3.5 The Recipient Parties shall treat all Confidential Information with the same degree of care as they give it accords to their its own confidential informationConfidential Information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Discloser, Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Recipient licence Receiving Party a license expressly or by implication impli- cation under any patent, copyright or other intellectual property right. The Recipient Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the DiscloserDisclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Recipient Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise Likewise, any modifications and improvements thereof by the Recipient Receiving Party shall be the sole property of the DiscloserDisclosing Party. 3.7 The Recipient Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser Disclosing Party may request it to the RecipientReceiving Party. 3.8 Notwithstanding the foregoing, the Recipient Receiving Party may retain such of its documents as required re- quired to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information infor- mation by mandatory law, it shall notify promptly the Discloser Disclosing Party of the terms of such disclosure dis- closure and will collaborate to the extent practicable with the Discloser Disclosing Party in order to comply with the orderorder and preserve the confidentiality of the Confidential Information. 3.10 The Parties agree that the Discloser Disclosing Party will suffer irreparable damage if its Confidential Information is made public, released to a third 3rd party, or otherwise disclosed in breach of this Agreement and that the Discloser Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 The Recipient Receiving Party shall immediately notify the Discloser Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser Disclosing Party may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third 3rd party rights, accuracy, completeness or correctness. 3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information In- formation it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

Undertakings of the Parties. 3.1 In the context of discussions, preparations or negotiations, the Discloser Disclosing Party may disclose Confidential Information to the RecipientReceiving Party. The Recipient Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the DiscloserDisclosing Party. 3.2 The Recipient Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. The Recipient Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Recipient receiving party will not disclose Confidential Information confidential information received to third parties unless otherwise agreed. 3.5 The Recipient parties shall treat all Confidential Information confidential information with the same degree of care as they give to their own confidential information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the DiscloserDisclosing Party, and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Recipient Receiving Party a licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the DiscloserDisclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Recipient Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient Receiving Party shall be the sole property of the DiscloserDisclosing Party. 3.7 The Recipient Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser Disclosing Party may request it to the RecipientReceiving Party. 3.8 Notwithstanding the foregoing, the Recipient Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Discloser Disclosing Party in order to comply with the orderorder and preserve the confidentiality of the Confidential Information. 3.10 The Parties agree that the Discloser Disclosing Party will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 The Recipient Receiving Party shall immediately notify the Discloser Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser Disclosing Party may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. 3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

Undertakings of the Parties. 3.1 In the context of discussions, preparations or negotiations, the Discloser Disclosing Party may disclose Confidential Information to the RecipientReceiving Party. The Recipient Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose or without the prior written consent of the DiscloserDisclosing Party. 3.2 The Recipient Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes purpose specified in clause 2. The Recipient Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. The Recipient Hence the Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-non- use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Recipient Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Recipient Receiving Party will not disclose any Confidential Information received to any third parties unless parties, except as otherwise agreedprovided for herein. 3.5 The Recipient Parties shall treat all Confidential Information with the same degree of care as they give it accords to their its own confidential informationConfidential Information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Discloser, Disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Recipient licence Receiving Party a license expressly or by implication under any patent, copyright or other intellectual property right. The Recipient Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the DiscloserDisclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Recipient Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise Likewise, any modifications and improvements thereof by the Recipient Receiving Party shall be the sole property of the DiscloserDisclosing Party. 3.7 The Recipient Receiving Party shall promptly return or destroy all copies (in whatever form reproduced or stored), including all notes and derivatives of the Confidential Information disclosed under this Agreement, upon the earlier of (of i) the completion or termination of the dealings contemplated in this Agreement; (ii) or the termination of this Agreement; (iii) or at the time the Discloser Disclosing Party may request it to the RecipientReceiving Party. 3.8 Notwithstanding the foregoing, the Recipient Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation. 3.9 In the event that the Recipient Receiving Party is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify promptly the Discloser Disclosing Party of the terms of such disclosure and will collaborate to the extent practicable with the Discloser Disclosing Party in order to comply with the orderorder and preserve the confidentiality of the Confidential Information. 3.10 The Parties agree that the Discloser Disclosing Party will suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the Discloser Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such a breach, an award of actual and exemplary damages from any court of competent jurisdiction. 3.11 The Recipient Receiving Party shall immediately notify the Discloser Disclosing Party upon becoming aware of any breach of confidence by anybody to whom it has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser Disclosing Party may wish to take to prevent, stop or obtain compensation for such a breach or threatened breach. 3.12 The Confidential Information subject to this Agreement is made available "as such" and no warranties of any kind are granted or implied with respect to the quality of such information including, but not limited to, its applicability for any purpose, non-infringement of third party rights, accuracy, completeness or correctness. 3.13 Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Further, neither Party shall have any liability to the other Party resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 3.14 Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.