Common use of Use, Disclosure and Reproduction Clause in Contracts

Use, Disclosure and Reproduction. Except as specifically provided herein, Recipient shall hold Confidential Information in strict confidence. Recipient shall use and reproduce the Confidential Information only to the extent reasonably required to fulfill the Purpose. It shall not be a breach of the obligations of the Recipient if the Recipient provides access to Confidential Information to, and authorizes the use and reproduction of the Confidential Information as is reasonably required to fulfill the Purpose by: (a) wholly owned subsidiaries of Recipient (Subsidiaries) and/or (b) Recipient’s employees (Employees), provided that Recipient is vicariously liable for the failure of any Subsidiary and/or Employee to whom Confidential Information is disclosed to comply with Recipient’s obligations hereunder and further provided that the Subsidiary and/or Employee: (i) has a need to know the Confidential Information to fulfill the Purpose; and (ii) has entered into a confidentiality agreement with Recipient with terms that afford no less protection to the Confidential Information than the terms of this Agreement. Recipient shall not use any Residual Information for any purpose whatsoever, including without limitation, the development of its own products or business. For the purposes of this Agreement, “

Use, Disclosure and Reproduction. Except as specifically provided herein, Recipient shall hold Confidential Information in strict confidence. Recipient shall use and reproduce the Confidential Information only to the extent reasonably required to fulfill the Purpose. It shall not be a breach of the obligations of the Recipient if the Recipient provides access to Confidential Information to, and authorizes the use and reproduction of the Confidential Information as is reasonably required to fulfill the Purpose by: (a) wholly owned subsidiaries of Recipient (“Subsidiaries”) and/or (b) Recipient’s employees (“Employees”), provided that Recipient is vicariously liable for the failure of any Subsidiary and/or Employee to whom Confidential Information is disclosed to comply with Recipient’s obligations hereunder and further provided that the Subsidiary and/or Employee: (i) has a need to know the Confidential Information to fulfill the Purpose; and (ii) has entered into a confidentiality agreement with Recipient with terms that afford no less protection to the Confidential Information than the terms of this Agreement. Recipient shall not use any Residual Information for any purpose whatsoever, including without limitation, the development of its own products or business. For the purposes of this Agreement, “

Use, Disclosure and Reproduction. Except as specifically provided herein, Recipient shall hold Confidential Information may be disclosed by Recipient; (a) in strict confidenceaccordance with a written authorization of Owner; or (b) as required by law, including by a court of competent jurisdiction or governmental or regulatory authority, provided, however, that in the event of a proposed disclosure pursuant to this section 2(b), the Parties shall co-operate in good faith regarding the timing and content of any such disclosure. Recipient shall use limit access to Confidential Information to such Party’s employees, directors, contractors, agents, advisors and reproduce affiliates (entities that control or are controlled by a Party), who shall reasonably require access to the Confidential Information only to solely for the extent reasonably required to fulfill the Purpose. It shall not be a breach Purpose of this Agreement and who are made aware of the obligations of the Recipient if the Recipient provides access confidentiality herein and who agree to Confidential Information to, and authorizes the use and reproduction of keep the Confidential Information as is reasonably required to fulfill the Purpose by: (a) wholly owned subsidiaries of Recipient (Subsidiaries) and/or (b) Recipient’s employees (Employees)confidential; provided, provided however, that Recipient is shall be vicariously liable for the failure of any Subsidiary and/or Employee to whom Confidential Information is disclosed such affiliate or authorized person to comply with Recipient’s the obligations hereunder and further provided that concerning Confidential Information hereunder. Recipient shall use the Subsidiary and/or Employee: (i) has a need to know same degree of care in safeguarding the Confidential Information to fulfill the Purpose; and (ii) has entered into a confidentiality agreement with Recipient with terms that afford as it uses for its own confidential information of like importance, but no less protection to the than reasonable care. Upon discovery of any disclosure or misuse of Confidential Information than the terms of this Agreement. Information, Recipient shall not use endeavor to prevent any Residual Information for any purpose whatsoever, including without limitation, the development of its own products further disclosure or business. For the purposes of this Agreement, “misuse.

Use, Disclosure and Reproduction. Except as specifically provided herein, Recipient shall hold Confidential Information may be disclosed by Recipient; (a) in strict confidenceaccordance with a written authorization of Owner; or (b) as required by law, including by a court of competent jurisdiction or governmental or regulatory authority, provided, however, that in the event of a proposed disclosure pursuant to this section 2(b), the Parties shall co-operate in good faith regarding the timing and content of any such disclosure. Recipient shall use limit access to Confidential Information to such Party’s employees, directors, contractors, agents, advisors and reproduce Affiliates , who shall reasonably require access to the Confidential Information only to solely for the extent reasonably required to fulfill the Purpose. It shall not be a breach Purpose of this Agreement and who are made aware of the obligations of the Recipient if the Recipient provides access confidentiality herein and who agree to Confidential Information to, and authorizes the use and reproduction of keep the Confidential Information as is reasonably required to fulfill the Purpose by: (a) wholly owned subsidiaries of Recipient (Subsidiaries) and/or (b) Recipient’s employees (Employees)confidential; provided, provided however, that Recipient is shall be vicariously liable for the failure of any Subsidiary and/or Employee to whom Confidential Information is disclosed such affiliate or authorized person to comply with Recipient’s the obligations hereunder and further provided that concerning Confidential Information hereunder. Recipient shall use the Subsidiary and/or Employee: (i) has a need to know same degree of care in safeguarding the Confidential Information to fulfill the Purpose; and (ii) has entered into a confidentiality agreement with Recipient with terms that afford as it uses for its own confidential information of like importance, but no less protection to the than reasonable care. Upon discovery of any disclosure or misuse of Confidential Information than the terms of this Agreement. Information, Recipient shall not use endeavor to prevent any Residual Information for any purpose whatsoever, including without limitation, the development of its own products further disclosure or business. For the purposes of this Agreement, “misuse.