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

Use and Ownership of Confidential Information. The Receiving Party, except as expressly provided in this Agreement, will not disclose Confidential Information to anyone other than its Representatives (as defined in Section 7 below) who have a need to know without the Disclosing Party’s prior written consent. In addition, the Receiving Party will not use, or permit others to use, Confidential Information for any purpose other than its evaluation of a potential business opportunity between the parties and, if desired by the parties, negotiation and consummation of a business transaction between the parties pursuant to a definitive agreement. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the Disclosing Party’s Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. All Confidential Information will remain the exclusive property of the Disclosing Party, and the Receiving Party will have no rights, by license or otherwise, to use the Disclosing Party’s Confidential Information except as expressly provided herein.