Common use of CONFIDENTALITY Clause in Contracts

CONFIDENTALITY. Any non-public data, information and other materials of a party provided to either party by the other party where such information is marked or otherwise understood as being “proprietary” or “confidential” or the like (“Confidential Information”) disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) constitutes the confidential and proprietary information of the Disclosing Party and the Receiving Party agrees to treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care. The Receiving Party shall retain the Confidential Information in confidence and not use or disclose the Confidential Information to any third party without the Disclosing Party’s express written consent; provided, however, these restrictions shall not apply to information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; (iv) is developed independently by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure.

CONFIDENTALITY. Any non-public data, information and other materials of a party provided to either party by the other party where such information is marked or otherwise understood as being “proprietary” or “confidential” or the like (“Confidential Information”) disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) constitutes the confidential and proprietary information of the Disclosing Party and the Receiving Party agrees to treat all Confidential Information of the Disclosing Party in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care. The Receiving Party shall retain the Confidential Information in confidence inconfidence and not use or disclose the disclosethe Confidential Information to any third party without the Disclosing Party’s express written consent; provided, however, these restrictions shall not apply to information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; (iv) is developed independently by the Receiving Party without use of or access to the tothe Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or governmental regulation, provided that the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure.