Common use of Confidentiality and Use Clause in Contracts

Confidentiality and Use. Consultant shall use, and ensure that its representatives use, reasonable care that is at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the SANDAG's Sensitive Information from use or disclosure other than as permitted under the Agreement. Without limiting the foregoing, Consultant shall maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement. As a condition to being provided with such Sensitive Information, Consultant agrees that, during the Term and for two years thereafter, it will: • Not use or permit the use of SANDAG’s Sensitive Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; • Not use or permit the use of any of SANDAG’s Sensitive Information, directly or indirectly, in any manner to the detriment of SANDAG; • Maintain SANDAG's Sensitive Information in strict confidence and, subject to the following Subsection, not disclose or make available SANDAG's Sensitive Information to any person without SANDAG's prior written consent, provided, however, that Consultant may disclose the Sensitive Information to its representatives who: (i) have a "need to know" for purposes of any performance, or exercise of any rights with respect to such Sensitive Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Sensitive Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Sensitive Information under this Section; and (iii) are themselves bound by written restricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, provided, further, that Consultant shall be responsible for ensuring its representatives' compliance with, and shall be liable for any breach by its representatives, of this Section.

Confidentiality and Use. Consultant The Receiving Party recognizes and agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party's business and that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Agreement. The Receiving Party shall use, and ensure that its representatives Representatives use, reasonable care that is at least as protective as the efforts it uses with respect to its own confidential information, information to safeguard the SANDAGDisclosing Party's Sensitive Confidential Information from use or disclosure other than as permitted under the this Agreement. Without limiting the foregoing, Consultant the Receiving Party shall maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement. As a condition to being provided with such Sensitive Confidential Information, Consultant the Receiving Party agrees that, during the Term and for two years thereafter, that it will: • Not will (a) not use or permit the use of SANDAG’s Sensitive the Disclosing Party's Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; • Not use or permit (b) maintain the use of any of SANDAG’s Sensitive Information, directly or indirectly, in any manner to the detriment of SANDAG; • Maintain SANDAGDisclosing Party's Sensitive Confidential Information in strict confidence and, subject to the following Subsection, and not disclose or make available SANDAGthe Disclosing Party's Sensitive Confidential Information to any person or entity without SANDAGthe Disclosing Party's prior written consent, provided, however, that Consultant the Receiving Party may disclose the Sensitive Confidential Information to its representatives Representatives who: (i) have a "need to know" for purposes of any performance, or exercise of any rights with respect to such Sensitive Confidential Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Sensitive Confidential Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Sensitive Confidential Information under this SectionAgreement; and (iii) are themselves bound by written restricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, provided, further, that Consultant the Receiving Party shall be responsible for ensuring its representativesRepresentatives' compliance with, and shall be liable for any breach by its representativesRepresentatives, of this SectionAgreement and (c) notify the Disclosing Party in writing promptly of any unauthorized disclosure or use of the Disclosing Party's Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights and other rights therein.

Confidentiality and Use. Consultant A Party shall use, and ensure that its representatives use, reasonable care that is at least as protective as not disclose to any person or issue any press release or otherwise publish any Confidential Information of the efforts it uses with respect to its own confidential information, to safeguard the SANDAG's Sensitive Information from use other Party by any means or disclosure in any form other than as any disclosure expressly permitted under the Agreement. Without limiting the foregoing, Consultant shall maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with by this Agreement. As A Party shall not use any Confidential Information of the other Party for any purpose, including taking measures that would avoid creating a condition premature bar to being provided with such Sensitive Informationa US or foreign patent application or any other use detrimental to the other Party, Consultant agrees that, during the Term and for two years thereafter, it will: • Not use or permit the use of SANDAG’s Sensitive Information other than as strictly any use that is expressly permitted by this Agreement or any use that is necessary for the recipient Party to exercise its rights or perform its obligations under this Agreement; • Not use or permit . Each Party shall employ the use of any of SANDAG’s Sensitive Informationsame reasonable safeguards in receiving, directly or indirectlystoring, in any manner to the detriment of SANDAG; • Maintain SANDAG's Sensitive Information in strict confidence andtransmitting, subject to the following Subsection, not disclose or make available SANDAG's Sensitive Information to any person without SANDAG's prior written consent, provided, however, and using proprietary confidential information that Consultant may disclose the Sensitive Information to its representatives who: (i) have a "need to know" for purposes of any performance, or prudent organizations normally exercise of any rights with respect to their own property of significant value. A Party may disclose Confidential Information to (a) its Affiliates and its and their respective directors, officers, employees and professional advisers (“Representatives”) solely on a need to know basis in connection with the purposes of this Agreement or the Reseller Agreement, provided that each such Sensitive Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Sensitive Information and the limitations, procedures and obligations that apply Representative agrees to the access, use and disclosure of Sensitive Information under this Section; and (iii) are themselves be bound by written restricted use and nondisclosure agreements the terms of this Section or obligations at least as restrictive as those set forth in this Agreement, provided, further, that Consultant shall be responsible for ensuring its representatives' compliance with, and (b) the other Party or such other Party’s Representatives. A Party shall be liable for any breach by its representatives, of this Section.Section by any of its Representatives. If a Party or any of its Representatives is required by law or regulation or otherwise becomes legally compelled (by deposition, interrogatory, request for information or documents, subpoena, civil investigative demand, governmental agency action or similar process) to disclose any Confidential Information of the other Party to a person not otherwise permitted to receive such Confidential Information, then, any disclosure pursuant thereto shall not breach this Agreement if it complies with the provisions in the next two sentences. To the extent legally permissible, such Party and/or such of its Representatives, as the case may be, shall provide such other Party with prompt written notice of such legal requirement or compulsion and shall cooperate with such other Party in seeking a protective order or other appropriate remedy. If such protective order or other remedy is not obtained or reasonably obtainable, or if such other Party waives compliance with the provisions hereof, then the legally compelled Party or Representative, as the case may be, (i) may disclose to the person compelling disclosure only that portion of such Confidential Information that such Party or Representative is advised by opinion of its legal counsel is legally required to be disclosed and (ii) shall exercise its reasonable commercial efforts to ensure that such Confidential Information so disclosed will be accorded confidential treatment. A Party may disclose Confidential Information it determines is necessary or appropriate to disclose in any legal proceeding to enforce its rights against the other Party or defend any claim by the other Party arising under this Agreement; provided such Party exercises its reasonable commercial efforts to ensure that such Confidential Information so disclosed will be accorded confidential treatment. Upon the occurrence of a Change in Control, without limiting Vital Images’ other obligations herein, Toshiba shall have the right to request that Vital Images implement, and upon such request Vital Images shall implement promptly, such additional reasonable policies and procedures designed to protect Toshiba’s Confidential Information and any technical information related to

Confidentiality and Use. Consultant shall use, and ensure that its representatives use, reasonable care that is at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the SANDAG's ’s Sensitive Information from use or disclosure other than as permitted under the Agreement. Without limiting the foregoing, Consultant shall maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement. As a condition to being provided with such Sensitive Information, Consultant agrees that, during the Term and for two years thereafter, it will: • Not use or permit the use of SANDAG’s Sensitive Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; • Not use or permit the use of any of SANDAG’s Sensitive Information, directly or indirectly, in any manner to the detriment of SANDAG; • Maintain SANDAG's ’s Sensitive Information in strict confidence and, subject to the following Subsection, not disclose or make available SANDAG's ’s Sensitive Information to any person without SANDAG's ’s prior written consent, provided, however, that Consultant may disclose the Sensitive Information to its representatives who: (i) have a "“need to know" ” for purposes of any performance, or exercise of any rights with respect to such Sensitive Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Sensitive Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Sensitive Information under this Section; and (iii) are themselves bound by written restricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, provided, further, that Consultant shall be responsible for ensuring its representatives' ’ compliance with, and shall be liable for any breach by its representatives, of this Section.