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

Use and Treatment of Confidential Information. The Receiving Party shall hold the Confidential Information in confidence to the same extent and in the same manner as it protects its own Confidential Information, but in no event using less than reasonable care, in order to prevent unauthorized duplication or disclosure of any Confidential Information of the Disclosing Party that the Receiving Party acquires during the course of its activities under this Agreement and shall not use any of the Confidential Information of the Disclosing Party for any purpose other than in furtherance of the Receiving Party’s obligations under this Agreement. 1. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, officers, shareholders, agents, consultants or contractors who need to have access to the Confidential Information, and who are informed by the Receiving Party of the confidentiality obligations imposed by this Agreement, and who are bound by obligations with respect to the Confidential Information substantially the same as the terms and conditions of this Section of this Agreement. 2. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information: a. in connection with a mediation, tax proceedings or other litigation that involves the terms of this Agreement and in connection with its obligations under this Agreement; b. to its directors, affiliates, accountants, attorneys, advisors, insurers, and other individuals who need to know such contents in connection with their duties on behalf of Receiving Party; c. to government authorities if required by law; and d. upon the prior written consent of the Disclosing Party. 3. The Receiving Party may disclose Confidential Information to actual or potential assignees, financing sources, acquirers and other parties that may enter into business or capital transactions with Receiving Party or its affiliates if the confidentiality of such disclosures is protected by applicable law or a binding confidentiality agreement. 4. The Receiving Party acknowledges and understands that any right, title and interest in and to the Disclosing Party’s Confidential Information is vested in the Disclosing Party. 5. The obligations of confidentiality provided in this Agreement survive for a period of two years after the expiration or termination of this Agreement for any reason; provided, however, with respect to any item of Confidential Information that rises to the level of a trade secret under applicable law. such obligations will survive the expiration of such two year period and remain in full force and effect for so long as the applicable Confidential Information remains a trade secret. 6. The Receiving Party shall not be liable for the disclosure of Confidential Information if the Confidential Information so disclosed: a. was in the public domain at the time of disclosure without breach of this Agreement; b. was lawfully known to, or contained in the records of, the Receiving Party from a source other than the Disclosing Party at the time of disclosure by the Disclosing Party to the Receiving Party as evidenced by written records; c. was independently developed without use of the Confidential Information of the Disclosing Party; or d. becomes lawfully known to the Receiving Party from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party. 7. If a Receiving Party is required to disclose the Confidential Information of the Disclosing Party pursuant to court order or as otherwise compelled by subpoena or other legal process, the Receiving Party may do so but only after reasonable advance written notice to the Disclosing Party to enable it to seek legal protection or confidential treatment of such Confidential Information and only to the extent that such disclosure has been so required or requested by a court or governmental authority.

Use and Treatment of Confidential Information. (a) All Xerox Confidential Information in the possession of Flextronics or any Flextronics Affiliated Company and all Flextronics Confidential Information in the possession of Xerox or any Xerox Affiliated Company shall not be disclosed to any third party or circulated within the Possessing Party's own organization other than on a need-to-know basis or used by the Possessing Party for any reason other than such party's fulfillment of its obligations under this Agreement; provided, that, any party to whom the other party's Confidential Information is so disclosed or circulated shall be informed of its confidential nature and any copies of such Confidential Information shall be appropriately marked as "Confidential" and as the property of the owning party. The Receiving Possessing Party shall hold be liable for the unauthorized use or disclosure of the other party's Confidential Information by any third party to whom the Possessing Party discloses or circulates such Confidential Information, including without limitation, Sub-Tier Suppliers and customers. Each party shall cause any such third parties to whom it discloses the Confidential Information of the other party to execute a written agreement restricting the use and disclosure of such Confidential Information by such third parties and otherwise conduct itself in confidence respect of such Confidential Information on terms not less restrictive than those set forth in this Article 18. (b) The obligations of the parties with respect to the same extent use and disclosure of the other party's Confidential Information set forth in this Article 18 shall not apply to any Confidential Information that (i) is or becomes generally known to the public through no act of the Possessing Party, or (ii) was in the same manner as it protects its own Possessing Party's possession, free of any obligation of confidentiality, at the time of receipt and was not received from any party with an obligation of confidentiality. (c) In the event that any Possessing Party becomes legally compelled to disclose the other party's Confidential Information, but the Possessing Party shall provide the other party with prompt notice thereof, specifying in no reasonable detail the nature of such disclosure, so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Each party shall cooperate with the other party in seeking a protective order or other appropriate remedy in respect thereof. In the event using less than that such protective order or other remedy is not obtained, or the applicable party waives compliance with the provisions of this Agreement, the Possessing Party will furnish only that part of the Confidential Information which such Possessing Party is advised by written opinion of counsel is legally required and will exercise its reasonable carebest efforts to ensure that confidential treatment will be accorded such Confidential Information. In addition, in order to prevent unauthorized duplication or disclosure each party will provide the other party with written notice of any Confidential Information of the Disclosing Party that the Receiving Party acquires during the course other party to be so disclosed as far in advance of its activities under this Agreement and shall not use any disclosure as is practicable. (d) The obligations of the Confidential Information of the Disclosing Party for any purpose other than in furtherance of the Receiving Party’s obligations under this Agreement. 1. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, officers, shareholders, agents, consultants or contractors who need to have access to the Confidential Information, and who are informed by the Receiving Party of the confidentiality obligations imposed by this Agreement, and who are bound by obligations parties with respect to the use and disclosure of the other party's Confidential Information substantially the same as the terms and conditions of this Section of this Agreement. 2. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information: a. in connection with a mediation, tax proceedings or other litigation that involves the terms of this Agreement and in connection with its obligations under this Agreement; b. to its directors, affiliates, accountants, attorneys, advisors, insurers, and other individuals who need to know such contents in connection with their duties on behalf of Receiving Party; c. to government authorities if required by law; and d. upon the prior written consent of the Disclosing Party. 3. The Receiving Party may disclose Confidential Information to actual or potential assignees, financing sources, acquirers and other parties that may enter into business or capital transactions with Receiving Party or its affiliates if the confidentiality of such disclosures is protected by applicable law or a binding confidentiality agreement. 4. The Receiving Party acknowledges and understands that any right, title and interest in and to the Disclosing Party’s Confidential Information is vested in the Disclosing Party. 5. The obligations of confidentiality provided set forth in this Agreement Article 18 shall survive for a period of two years after the expiration or any termination of this Agreement for any reasonthe five (5) year period commencing on the effective date of such expiration or termination; provided, however, that, notwithstanding the foregoing, within thirty (30) Business Days following the effective date of any such expiration or termination, Xerox shall have the right, exercisable in its sole discretion, to designate such portions of the Xerox Confidential Information that it believes to be of a highly proprietary nature or constitute a trade secret, and the obligations of Flextronics and the Flextronics Affiliated Companies with respect to any item the use and disclosure of such designated portions of Xerox Confidential Information that rises to the level of a trade secret under applicable law. such obligations will set forth in this Article 18 shall survive the expiration of such two year period and remain in full force and effect for so long as the applicable Confidential Information remains a trade secret. 6. The Receiving Party shall not be liable for the disclosure of Confidential Information if the Confidential Information so disclosed: a. was in the public domain at the time of disclosure without breach of this Agreement; b. was lawfully known to, or contained in the records of, the Receiving Party from a source other than the Disclosing Party at the time of disclosure by the Disclosing Party to the Receiving Party as evidenced by written records; c. was independently developed without use of the Confidential Information of the Disclosing Party; or d. becomes lawfully known to the Receiving Party from a source other than the Disclosing Party without breach any termination of this Agreement by the Receiving Partyindefinitely. 7. If a Receiving Party is required to disclose the Confidential Information of the Disclosing Party pursuant to court order or as otherwise compelled by subpoena or other legal process, the Receiving Party may do so but only after reasonable advance written notice to the Disclosing Party to enable it to seek legal protection or confidential treatment of such Confidential Information and only to the extent that such disclosure has been so required or requested by a court or governmental authority.