Common use of UTMDACC Clause in Contracts

UTMDACC. and LICENSEE each agree that all information contained in documents marked “confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that such information: (a) was in the public domain at the time of disclosure; or (b) later became part of the public domain through no act or omission of the recipient party, its employees, agents, successors or assigns; or (c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or (d) was already known by the recipient party at the time of disclosure; or (e) was independently developed by the recipient party without use of the disclosing party’s confidential information. In the event that the recipient party is required to disclose the disclosing party’s confidential information under operation of applicable law, regulation (including any regulations promulgated by the U.S. Securities Exchange Commission and any other securities exchanges), or order of a court or governmental administrative body having competent jurisdiction, the receiving party shall, to the extent practicable, provide the disclosing party reasonable notice of such potential disclosure so that that the disclosing party may seek a protective order or other appropriate protection or legal relief to prevent or limit such disclosure. If, in the absence of, or pursuant to the terms of, such protection or legal relief, the receiving party is nonetheless required by applicable law, regulation, or order of a court or governmental administrative body having competent jurisdiction to disclose any portion of the disclosing party’s confidential information, the disclosure shall be limited to only that portion of the disclosing party’s confidential information that is required to be disclosed.

UTMDACC. and LICENSEE each agree that all information contained in documents marked “confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that such information: (a) was in the public domain at the time of disclosure; or (b) later became part of the public domain through no wrongful act or omission of the recipient party, its employees, agents, successors or assigns; or (c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or (d) was already known by the recipient party at the time of disclosure; or (e) was independently developed by the recipient party without use of the disclosing party’s confidential information. In the event that the recipient party ; or (f) is required by law or regulation to be disclosed. If either party, its directors, officers, employees or other representatives are legally compelled to disclose the disclosing party’s confidential information under operation of applicable lawthe other, regulation (including any regulations promulgated by the U.S. Securities Exchange Commission and any other securities exchanges), or order of a court or governmental administrative body having competent jurisdiction, the receiving party shall, then to the extent practicable, reasonably possible it will provide the disclosing other party reasonable with prompt notice of such potential disclosure thereof so that that the disclosing party may seek a protective order or other appropriate protection remedy (including an order that the information be produced under seal) and/or waive compliance with the provisions hereof. If such protective order or legal relief to prevent or limit such disclosure. If, in the absence ofother remedy is not obtained, or pursuant to the terms of, such protection or legal relief, the receiving party is nonetheless required by applicable law, regulation, or order of a court or governmental administrative body having competent jurisdiction to disclose any portion of if the disclosing party’s confidential party waives compliance with the Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. provisions hereof, the disclosure shall be limited to a party will furnish only that portion of the disclosing party’s confidential such information that as it is required to be disclosedadvised is legally required.

UTMDACC. and LICENSEE each agree that all information contained in documents marked “confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that such information: (a) was in the public domain at the time of disclosure; or (b) later became part of the public domain through no wrongful act or omission of the recipient party, its employees, agents, successors or assigns; or (c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or (d) was already known by the recipient party at the time of disclosure; or (e) was independently developed by the recipient party without use of the disclosing party’s confidential information. In the event that the recipient party ; or (f) is required by law or regulation to be disclosed. If either party, its directors, officers, employees or other representatives are legally compelled to disclose the disclosing party’s confidential information under operation of applicable lawthe other, regulation (including any regulations promulgated by the U.S. Securities Exchange Commission and any other securities exchanges), or order of a court or governmental administrative body having competent jurisdiction, the receiving party shall, then to the extent practicable, reasonably possible it will provide the disclosing other party reasonable with prompt notice of such potential disclosure thereof so that that the disclosing party may seek a protective Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. order or other appropriate protection remedy (including an order that the information be produced under seal) and/or waive compliance with the provisions hereof. If such protective order or legal relief to prevent or limit such disclosure. If, in the absence ofother remedy is not obtained, or pursuant to the terms of, such protection or legal relief, the receiving party is nonetheless required by applicable law, regulation, or order of a court or governmental administrative body having competent jurisdiction to disclose any portion of if the disclosing party’s confidential informationparty waives compliance with the provisions hereof, the disclosure shall be limited to a party will furnish only that portion of the disclosing party’s confidential such information that as it is required to be disclosedadvised is legally required.

UTMDACC. and LICENSEE each agree that all information contained in documents marked “confidential” and forwarded to one by the other (i) are to be received in strict confidence, (ii) are to be used only for the purposes of this AGREEMENT, and (iii) will not be disclosed by the recipient party (except as required by law or court order), its agents or employees without the prior written consent of the disclosing party, except to the extent that the recipient party can establish by competent written proof that such information: (a) was in the public domain at the time of disclosure; or (b) later became part of the public domain through no wrongful act or omission of the recipient party, its employees, agents, successors or assigns; or (c) was lawfully disclosed to the recipient party by a third party having the right to disclose it; or (d) was already known by the recipient party at the time of disclosure; or (e) was independently developed by the recipient party without use of the disclosing party’s confidential information. In the event that the recipient party ; or (f) is required by law or regulation to be disclosed. Portions herein identified by [*****] have been omitted as Confidential Information and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. If either party, its directors, officers, employees or other representatives are legally compelled to disclose the disclosing party’s confidential information under operation of applicable lawthe other, regulation (including any regulations promulgated by the U.S. Securities Exchange Commission and any other securities exchanges), or order of a court or governmental administrative body having competent jurisdiction, the receiving party shall, then to the extent practicable, reasonably possible it will provide the disclosing other party reasonable with prompt notice of such potential disclosure thereof so that that the disclosing party may seek a protective order or other appropriate protection remedy (including an order that the information be produced under seal) and/or waive compliance with the provisions hereof. If such protective order or legal relief to prevent or limit such disclosure. If, in the absence ofother remedy is not obtained, or pursuant to the terms of, such protection or legal relief, the receiving party is nonetheless required by applicable law, regulation, or order of a court or governmental administrative body having competent jurisdiction to disclose any portion of if the disclosing party’s confidential informationparty waives compliance with the provisions hereof, the disclosure shall be limited to a party will furnish only that portion of the disclosing party’s confidential such information that as it is required to be disclosedadvised is legally required.