Common use of Use and Maintenance of Confidential Information Clause in Contracts

Use and Maintenance of Confidential Information. Except as otherwise specifically authorized by any other provision of the Agreement, SONIFI and Company each shall hold the other Party’s Confidential Information in strict confidence and shall protect the other Party’s Confidential Information from unauthorized disclosure and unauthorized use with at least the same level of care as it protects its own information of a like nature, but no less than reasonable care. Unless otherwise expressly permitted in the Agreement, the Receiving Party may disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s officers, employees, advisors, contractors, subcontractors, agents and permitted assigns and permitted successors who have a need to know the Disclosing Party’s Confidential Information in the course of fulfilling the Receiving Party’s obligations under the Agreement and/or to the extent required for the Receiving Party to enforce its rights against the Disclosing Party, including filing a lawsuit or instituting arbitration or mediation. SONIFI and Company shall each cause their respective officers, employees, advisors, contractors, subcontractors, agents, successors, assigns, and affiliates to comply with the requirements of this Subsection 1.17. The Receiving Party is responsible for any breach of the requirements of this Subsection 1.17 by the Receiving Party’s officers, employees, advisors, contractors, subcontractors, agents, successors, assigns, and affiliates. SONIFI and Company may use the other Party’s Confidential Information only to the extent required to fulfill their respective obligations under the Agreement, to enforce their respective rights under this Agreement and/or, to receive the full benefit of the licenses granted by the other Party herein and must not divulge or communicate any of the other Party’s Confidential Information to any person or entity except as expressly permitted by this Subsection 1.17 or another provision of the Agreement. Unless otherwise expressly stated, no provision in the Agreement grants the Receiving Party any express or implied licenses or any express or implied proprietary rights in Confidential Information belonging to the Disclosing Party and each Party retains all right, title, and interest in and to its Confidential Information, unless otherwise expressly stated in the Agreement. The Receiving Party shall not engage, directly or indirectly, in the disassembly, reverse engineering, decompilation, modification or translation of the Disclosing Party’s Confidential Information, nor create any derivative works based on the Disclosing Party’s Confidential Information, unless expressly permitted by the Agreement or by applicable law. Nothing in the Agreement shall in any manner prohibit or restrain either Party from the development of products or services, having products or services developed for it, and entering into joint ventures, alliances, or licensing arrangements with third parties that, without violation of the confidentiality obligations of the Agreement, compete with the products, services, technologies or systems of the other Party. Unless otherwise expressly stated in the Agreement, no representation or warranty as to the accuracy or completeness of Confidential Information is made or implied by the Disclosing Party, and the Disclosing Party shall have no liability relating to or resulting from the Receiving Party’s use of the Disclosing Party’s Confidential Information.

Use and Maintenance of Confidential Information. a. Receiving Party acknowledges that it considers the Proprietary Information it receives to be valuable, confidential and a trade secret. Receiving Party agrees to keep secret and confidential the Proprietary Information of the Disclosing Party, and further agrees to use such information solely for the Permitted Purpose. Disclosing Party will furnish the Receiving Party only with such Proprietary Information as is necessary for the Permitted Purpose. Except as otherwise specifically authorized by any other provision of the Agreement, SONIFI and Company each shall hold the other Party’s Confidential Information in strict confidence and shall protect the other Party’s Confidential Information from unauthorized disclosure and unauthorized use with at least the same level of care as it protects its own information of a like nature, but no less than reasonable care. Unless otherwise expressly permitted in the this Agreement, the Receiving Party may disclose the Disclosing Party’s Confidential shall not use any Proprietary Information only to for the Receiving Party’s own or any third party's benefit, without the prior written approval of an authorized representative of the Disclosing Party. b. Receiving Party further agrees that the Proprietary Information shall not be disclosed to any third party, except that Receiving Party may disclose the Proprietary Information or portions thereof to those of its directors, officers, employees, advisorsrepresentatives and agents (collectively, contractors, subcontractors, agents and permitted assigns and permitted successors the “Representatives”) who have a need to know such information for the Disclosing Party’s Confidential Permitted Purpose. Prior to disclosing any Proprietary Information in the course of fulfilling the Receiving Party’s obligations under the Agreement and/or to the extent required for any Representative, the Receiving Party to enforce its rights against the Disclosing Party, including filing a lawsuit or instituting arbitration or mediation. SONIFI and Company shall each cause their respective officers, employees, advisors, contractors, subcontractors, agents, successors, assigns, and affiliates to comply with the requirements of this Subsection 1.17. The Receiving Party is responsible for any breach will inform such Representative of the requirements of this Subsection 1.17 by the Receiving Party’s officers, employees, advisors, contractors, subcontractors, agents, successors, assigns, and affiliates. SONIFI and Company may use the other Party’s Confidential Information only to the extent required to fulfill their respective obligations under the Agreement, to enforce their respective rights under this Agreement and/or, to receive the full benefit confidential nature of the licenses granted by the other Party herein Proprietary Information and must not divulge or communicate any of the other Party’s Confidential Information will require such Representative to any person or entity except as expressly permitted agree to be bound by this Subsection 1.17 or another provision of the Agreement. Unless otherwise expressly stated, no provision in the Agreement grants the Receiving Party any express or implied licenses or any express or implied proprietary rights in Confidential Information belonging to the Disclosing Party and each Party retains all right, title, and interest in and to its Confidential Information, unless otherwise expressly stated in the Agreement. The Receiving Party shall give all assistance reasonably required by the Disclosing Party to enable the Disclosing Party to prevent any improper disclosure and/or use of Proprietary Information by any of the Representatives of the Receiving Party. c. Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. d. Receiving Party shall not engagereverse engineer, directly decompile or indirectly, disassemble any software or hardware of Disclosing Party provided or disclosed to the Receiving Party hereunder. e. The Receiving Party shall not make copies of the Proprietary Information provided that a reasonable number of copies may be made for the Permitted Purpose and such copies shall be regarded as Proprietary Information. f. The Receiving Party shall immediately notify the Disclosing Party in the disassemblyevent of any unauthorized use or disclosure of the Confidential Information. The Receiving Party shall not reverse-engineer, reverse engineeringdisassemble, decompilationor decompile any prototypes, modification software, or translation of other tangible objects, which embody the Disclosing Party’s 's Confidential Information, nor create any derivative works based on Information provided to the Receiving Party hereunder. The Receiving Party shall not use the Confidential Information to procure a commercial advantage over Disclosing Party’s Confidential Information, unless expressly permitted by the Agreement or by applicable law. Nothing in the Agreement shall in any manner prohibit or restrain either Party from the development of products or services, having products or services developed for it, and entering into joint ventures, alliances, or licensing arrangements with third parties that, without violation of the confidentiality obligations of the Agreement, compete with the products, services, technologies or systems of the other Party. Unless otherwise expressly stated in the Agreement, no representation or warranty as to the accuracy or completeness of Confidential Information is made or implied by the Disclosing Party, and the Disclosing Party shall have no liability relating to or resulting from the Receiving Party’s use of the Disclosing Party’s Confidential Information.

Use and Maintenance of Confidential Information. Except as otherwise specifically authorized by any other provision SafetyKit will use the Confidential Information of Customer for the specific purpose of providing the Services and performing its rights and obligations under this Agreement. SafetyKit may disclose the Confidential Information of the Customer to SafetyKit’s third party contractors for the purposes of performing the obligations under this Agreement, SONIFI and Company each . Neither party shall hold disclose any Confidential Information of the other Partyparty, except to employees of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to a written obligation of confidentiality. Notwithstanding the foregoing, SafetyKit may disclose Customer Content to (i) Customer’s Confidential Information Authorized Users as permitted by the features and functionality of the Service, and (ii) to SafetyKit’s third party contractors and service providers (such as SafetyKit’s hosting provider) so that these third parties can provide services on SafetyKit’s behalf, provided that such service providers are bound by confidentiality obligations at least as protective to those in strict confidence this Agreement. Additionally, SafetyKit may use and shall disclose feedback as permitted in Section 5. Each party will take reasonable measures to protect the other Party’s Confidential Information from unauthorized secrecy of, and avoid disclosure and unauthorized use with at least the same level of care as it protects its own information of a like nature, but no less than reasonable care. Unless otherwise expressly permitted in the Agreementof, the Receiving Party may disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s officers, employees, advisors, contractors, subcontractors, agents and permitted assigns and permitted successors who have a need to know the Disclosing Party’s Confidential Information in the course of fulfilling the Receiving Party’s obligations under the Agreement and/or to the extent required for the Receiving Party to enforce its rights against the Disclosing Party, including filing a lawsuit or instituting arbitration or mediation. SONIFI and Company shall each cause their respective officers, employees, advisors, contractors, subcontractors, agents, successors, assigns, and affiliates to comply with the requirements of this Subsection 1.17. The Receiving Party is responsible for any breach of the requirements of this Subsection 1.17 by the Receiving Party’s officers, employees, advisors, contractors, subcontractors, agents, successors, assigns, and affiliates. SONIFI and Company may use the other Party’s Confidential Information only to the extent required to fulfill their respective obligations under the Agreement, to enforce their respective rights under this Agreement and/or, to receive the full benefit of the licenses granted by the other Party herein and must not divulge or communicate any of the other Party’s Confidential Information party, and will take at least those measures that it takes to any person or entity except as expressly permitted by this Subsection 1.17 or another provision of the Agreementprotect its own most highly confidential information. Unless otherwise expressly stated, no provision in the Agreement grants the A Receiving Party any express or implied licenses or any express or implied proprietary rights in Confidential Information belonging will use reasonable efforts to the Disclosing Party and each Party retains all right, title, and interest in and provide timely notice of compelled disclosure to its Confidential Information, unless otherwise expressly stated in the Agreement. The Receiving Party shall not engage, directly or indirectly, in the disassembly, reverse engineering, decompilation, modification or translation facilitate confidential treatment of the Disclosing Party’s Confidential Information, nor create any derivative works based on the Disclosing Party’s Confidential Information, unless expressly permitted by the Agreement or by applicable law. Nothing in the Agreement shall in any manner prohibit or restrain either Party from the development of products or services, having products or services developed for it, and entering into joint ventures, alliances, or licensing arrangements with third parties that, without violation of the confidentiality obligations of the Agreement, compete with the products, services, technologies or systems of the other Party. Unless otherwise expressly stated in the Agreement, no representation or warranty as to the accuracy or completeness will furnish only that portion of Confidential Information that it is made or implied by legally required to disclose, after exercising reasonable efforts to obtain assurance that such information will receive confidential treatment. Notwithstanding anything to the Disclosing Partycontrary, SafetyKit shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Content and data derived therefrom), and SafetyKit will be free (during and after the Disclosing Party shall have no liability relating Subscription Term hereof) to use such information and data internally, to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other SafetyKit offerings. No rights or resulting from the Receiving Party’s use of the Disclosing Party’s Confidential Informationlicenses are granted except as expressly set forth herein.

Use and Maintenance of Confidential Information. a. Receiving Party acknowledges that it considers the Proprietary Information it receives to be valuable, confidential and a trade secret. Receiving Party agrees to keep secret and confidential the Proprietary Information of the Disclosing Party, and further agrees to use such information solely for the Permitted Purpose. Disclosing Party will furnish the Receiving Party only with such Proprietary Information as is necessary for the Permitted Purpose. Except as otherwise specifically authorized by any other provision of the Agreement, SONIFI and Company each shall hold the other Party’s Confidential Information in strict confidence and shall protect the other Party’s Confidential Information from unauthorized disclosure and unauthorized use with at least the same level of care as it protects its own information of a like nature, but no less than reasonable care. Unless otherwise expressly permitted in the this Agreement, the Receiving Party may disclose the Disclosing Party’s Confidential shall not use any Proprietary Information only to for the Receiving Party’s own or any third party's benefit, without the prior written approval of an authorized representative of the Disclosing Party. b. Receiving Party further agrees that the Proprietary Information shall not be disclosed to any third party, except that Receiving Party may disclose the Proprietary Information or portions thereof to those of its directors, officers, employees, advisorsrepresentatives and agents (collectively, contractors, subcontractors, agents and permitted assigns and permitted successors the “Representatives”) who have a need to know such information for the Disclosing Party’s Confidential Permitted Purpose. Prior to disclosing any Proprietary Information in the course of fulfilling the Receiving Party’s obligations under the Agreement and/or to the extent required for any Representative, the Receiving Party to enforce its rights against the Disclosing Party, including filing a lawsuit or instituting arbitration or mediation. SONIFI and Company shall each cause their respective officers, employees, advisors, contractors, subcontractors, agents, successors, assigns, and affiliates to comply with the requirements of this Subsection 1.17. The Receiving Party is responsible for any breach will inform such Representative of the requirements of this Subsection 1.17 by the Receiving Party’s officers, employees, advisors, contractors, subcontractors, agents, successors, assigns, and affiliates. SONIFI and Company may use the other Party’s Confidential Information only to the extent required to fulfill their respective obligations under the Agreement, to enforce their respective rights under this Agreement and/or, to receive the full benefit confidential nature of the licenses granted by the other Party herein Proprietary Information and must not divulge or communicate any of the other Party’s Confidential Information will require such Representative to any person or entity except as expressly permitted agree to be bound by this Subsection 1.17 or another provision of the Agreement. Unless otherwise expressly stated, no provision in the Agreement grants the Receiving Party any express or implied licenses or any express or implied proprietary rights in Confidential Information belonging to the Disclosing Party and each Party retains all right, title, and interest in and to its Confidential Information, unless otherwise expressly stated in the Agreement. The Receiving Party shall give all assistance reasonably required by the Disclosing Party to enable the Disclosing Party to prevent any improper disclosure and/or use of Proprietary Information by any of the Representatives of the Receiving Party. c. Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. d. Receiving Party shall not engagereverse engineer any process, directly prototype and product, decompile or indirectlydisassemble any software or hardware, in the disassemblyor other tangible objects, reverse engineering, decompilation, modification or translation of which embody the Disclosing Party’s 's Confidential Information, nor create any derivative works based on Information provided to the Disclosing Party’s Confidential Information, unless expressly permitted by the Agreement or by applicable law. Nothing in the Agreement Receiving Party hereunder. e. The Receiving Party shall in any manner prohibit or restrain either Party from the development of products or services, having products or services developed for it, and entering into joint ventures, alliances, or licensing arrangements with third parties that, without violation not make copies of the confidentiality obligations Proprietary Information provided that a reasonable number of copies may be made for the Agreement, compete with the products, services, technologies or systems of the other Party. Unless otherwise expressly stated in the Agreement, no representation or warranty Permitted Purpose and such copies shall be regarded as to the accuracy or completeness of Confidential Information is made or implied by the Disclosing Party, and Proprietary Information. f. The Receiving Party shall immediately notify the Disclosing Party shall have no liability relating to in the event of any unauthorized use or resulting from the Receiving Party’s use disclosure of the Confidential Information. The Receiving Party shall not use the Confidential Information to procure a commercial advantage over Disclosing Party’s Confidential Information.