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

Use and Protection of Confidential Information. As a Recipient, each party agrees: (i) to use the Discloser’s Confidential Information solely for the purposes and transactions set forth in this Agreement; (ii) to use the same standard of care to protect the Confidential Information as it uses to protect its own similar information but in no event less than reasonable and prudent care; (iii) to hold the Confidential Information in confidence and, except as otherwise expressly provided herein, not to disclose the same to any third party without the prior written authorization of the Discloser; (iv) to restrict circulation and disclosure of the Confidential Information to its and its affiliates’ employees, contractors, professional advisors, customers (collectively “Personnel”) who (a) have a need to know the Confidential Information in connection with the parties’ business relationship and in order to enable the parties to perform their respective obligations under this Agreement, and (b) have executed written nondisclosure agreements or are subject to professional obligations requiring them to protect the Confidential Information of the Recipient; and (v) at the Discloser’s option and request, to promptly return or destroy the Discloser’s Confidential Information, including materials prepared in whole or in part based on such Confidential Information, and all copies thereof in whatever medium, and certify to the Discloser that the Recipient no longer has in its possession or under its control any such Confidential Information, provided that the Recipient may retain copies of Confidential Information and materials prepared in whole or in part based on such Confidential Information for evidencing compliance with this Agreement and for prudent record-keeping purposes. Receiving Party will not, in connection with the obligations herein, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with its back-up and data retention policies, provided that such information is not accessed or used for any purposes and remains subject to Section 22.

Use and Protection of Confidential Information. As a Recipient, each party agreesThe Parties acknowledge that the Confidential Information: (i) is disclosed by Discloser to use the Recipient at Discloser’s sole discretion; is the exclusive property of Discloser; shall be held in trust by Recipient; shall not be reviewed, least of all used, by Recipient for any purpose other than the Purpose and as strictly necessary for the Purpose; shall be kept confidential by Recipient by taking measures at least equal to those applied or applicable to its own Confidential Information solely for the purposes and transactions set forth in this Agreement; (ii) to use the same standard of care to protect the Confidential Information as it uses to protect its own similar information but in no event less than reasonable and prudent a reasonably high degree of care; (iii) to hold the Confidential Information in confidence and, except as otherwise expressly provided herein, shall not to disclose the same be disclosed directly or indirectly to any third party without person or third party, and shall not be used, leased, sold or otherwise disposed of for the prior written authorization benefit of the any person or Party other than Discloser; shall not be reverse assembled, reverse compiled, or otherwise reverse engineered, in whole or in part, particularly when samples (ivin hard or soft form) are comprised in the Confidential information; may be disclosed to restrict circulation Recipient’s employees, directors, officers, contractors, agents, and disclosure professional &/or legal advisors (collectively, “Representatives”) or Representatives of its Affiliates with a need-to-know such Confidential Information (limited only to that portion of the Confidential Information that is necessary) for the Purpose and provided they are bound by a written agreement containing confidentiality obligations at least equivalent to its this Agreement; and its affiliates’ employeesmay only be copied and/or reproduced as strictly necessary for the Purpose and always containing a reference to Discloser’s ownership rights and copyright, contractorsand the confidential nature thereof. In addition, professional advisorsRecipient shall not disclose to any third persons or third parties the fact that discussions are taking place concerning the Purpose or any terms, customers conditions or other facts with respect to the Purpose including the status thereof. Recipient commits to cease use of all Confidential Information and promptly return all Confidential Information received from Discloser (collectively “Personnel”) who (a) have a need to know as well as any and all information in whatever form generated on the basis or by making use of or reflecting the Confidential Information in connection with the parties’ business relationship and in order to enable the parties to perform their respective obligations under this Agreement, and (bInformation) have executed written nondisclosure agreements or are subject to professional obligations requiring them to protect the Confidential Information of the Recipient; and (v) at the Discloser’s option and request, to promptly return or destroy the Discloser’s Confidential Information, including materials prepared &/or erase (and certify in whole or in part based on such Confidential Information, writing by an officer) any and all copies thereof in whatever mediumit may have made thereof, save and certify to except one for archival purposes, within thirty (30) days of (i) the Discloser that the Recipient no longer has in its possession written request of Discloser, or under its control any such Confidential Information, provided that the Recipient may retain copies (ii) termination or expiration of Confidential Information and materials prepared in whole or in part based on such Confidential Information for evidencing compliance with this Agreement and for prudent record-keeping purposes. Receiving Party will not, in connection with the obligations herein, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with its back-up and data retention policies, provided that such information is not accessed or used for any purposes and remains subject to Section 22Agreement.

Use and Protection of Confidential Information. As a Recipient, each party agrees: (a) The Confidential Information disclosed by the Discloser or its Representatives to the Recipient or its Representatives shall be (i) to use used by the Discloser’s Confidential Information Recipient and its Representatives solely in connection with the Purpose and for the purposes and transactions set forth in this Agreement; no other purpose, (ii) to use kept confidential by the Recipient and its Representatives and protected from disclosure using the same standard of care to protect as the Confidential Information as it Recipient uses to protect its own similar information confidential and proprietary information, but in no event not less than reasonable care, and prudent care; (iii) disclosed only to hold the Recipient’s Representatives who have a need-to- know such Confidential Information for the Purpose and who have agreed to maintain the confidential nature of information (including that of third parties) received by them in confidence andthe course of their employment or engagement by Recipient to the same extent as if such Representatives were a Party to this Agreement. (b) The Confidential Information disclosed by the Discloser or its Representatives to the Recipient or its Representatives shall not, at any time prior to written consent from the Discloser or intentional public disclosure by the Discloser, be (i) shared, disclosed, produced, published, permitted access to or revealed, (ii) copied, photographed or photocopied (except for internal use by the Recipient or its Representatives in connection with the Purpose), (iii) altered, modified, disassembled, reverse assembled, reverse engineered, decompiled, reverse compiled, or in any manner reproduced, or (iv) published in any review, notice or other report. The Recipient shall promptly notify the Discloser of any items of Confidential Information prematurely or otherwise impermissibly disclosed. The Recipient shall be liable for any breach of this Agreement by any of its Representatives. (c) The Parties, for themselves and their respective Representatives, each agree that the Purpose will not be disclosed, except as consented to in writing by both Parties, or as required by judicial order or lawful requirement of governmental agency or by operation of law, but then only after compliance with the provisions of Article 5(e) hereof. (d) The Recipient shall return all Confidential Information received by it or its Representatives from the Discloser or its Representatives and shall destroy or erase any and all copies it may have made thereof, within ten (10) days of (i) a written request by the Discloser, or (ii) termination or expiration of this Agreement, or (iii) termination of the business relationship between the Parties by mutual written consent. Upon request of the Discloser, the Recipient and its Representatives shall provide written confirmation that such Confidential Information and copies thereof have been destroyed or erased. The foregoing obligation to destroy or erase Confidential Information shall not apply to : (i) electronic back-up copies made for archival purposes in the normal course ; (ii) copies of Confidential Information required by law to be retained ; or (iii) Confidential Information incorporated into board of director or management materials prepared by the Recipient in connection with the Purpose, provided that any such retained Confidential Information shall, at all times, remain subject to the obligations of confidentiality contained herein and shall no longer be accessed or otherwise expressly provided herein, not to disclose the same to any third party used without the prior written authorization consent of the Discloser; Discloser except as required by law. (ive) Notwithstanding anything to restrict circulation and disclosure the contrary herein, Company shall be able to discuss the Purpose with parties who are current or future purchasers of Company’s products or from whom Company receives products which are capable of being shipped on the Confidential Information Enbridge mainline so long as such purchasers or suppliers have signed a Confidentiality Agreement with Enbridge for the same Purpose or have agreed to its and its affiliates’ employees, contractors, professional advisors, customers maintain the confidential nature of information (collectively “Personnel”including that of third parties) who (a) have a need to know received by them in the Confidential Information in connection with the parties’ course of their business relationship and in order to enable the parties to perform their respective obligations under this Agreement, and (b) have executed written nondisclosure agreements or are subject to professional obligations requiring them to protect the Confidential Information of the Recipient; and (v) at the Discloser’s option and request, to promptly return or destroy the Discloser’s Confidential Information, including materials prepared in whole or in part based on such Confidential Information, and all copies thereof in whatever medium, and certify with Company to the Discloser that the Recipient no longer has in its possession same extent as if such purchasers or under its control any such Confidential Information, suppliers were a Party to this Agreement provided that the Recipient may retain copies of Confidential Information and materials prepared in whole or in part based on such Confidential Information for evidencing compliance with this Agreement and for prudent record-keeping purposes. Receiving Party will notCompany shall be liable, in connection with the obligations hereinpursuant to Section 10, be required to identify or delete Confidential Information held electronically in archive or back-up systems in accordance with its back-up and data retention policies, provided that such information is not accessed or used for any purposes and remains subject to Section 22disclosures by such purchasers or suppliers as though they are Representatives.