Common use of Confidential Information and Non-Disclosure Clause in Contracts

Confidential Information and Non-Disclosure. For the purposes of this XXXX “Confidential Information” shall mean information or materials disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that are not generally available to the public and which, due to their character and nature, a reasonable person under the same circumstances would treat as confidential, including, without limitation, the Disclosing Party’s personal data, financial information, marketing information, trade secrets, know-how, proprietary tools, proprietary knowledge and proprietary methodologies. Confidential Information of Gridpro further includes the Software (in source code and/or object code format), including Documentation, and discounting offered by Gridpro to You, information regarding the functionality and performance of the Software, and any Software license keys provided to You. Confidential Information shall not include information or materials that (i) were, on the date of disclosure, generally known to the public, (ii) become generally known to the public other than as a result of the act or omission of the Receiving Party, (iii) were known to the Receiving Party without an obligation of confidentiality prior to that party receiving the same from the Disclosing Party; (iv) were lawfully received by the Receiving Party from a third party without that third party’s breach of agreement or obligation of trust, or (v) are or were independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure by exercising at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care. The Receiving Party shall be liable to the Disclosing Party for any disclosure or other breach in violation of this XXXX by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Disclosing Party’s Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rights.

Confidential Information and Non-Disclosure. For Licensor and Licensee each acknowledges that in the purposes course of this XXXX “Confidential Information” shall mean performing its obligations hereunder, it may receive, develop or otherwise acquire certain information or materials disclosed by one party (the “Disclosing Party”) to that the other party deems as its proprietary and confidential information (the “Receiving Party”) that are not generally available to the public and which, due to their character and nature, a reasonable person under the same circumstances would treat as confidential, including, without limitation, the Disclosing Party’s personal data, financial information, marketing information, trade secrets, know-how, proprietary tools, proprietary knowledge and proprietary methodologies"Confidential Information"). All Confidential Information of Gridpro further includes a party that the Software (in source code and/or object code format)other party may now possess, including Documentationmay obtain during or after the performance of this Agreement will be held confidential by the receiving party, and discounting offered that party will not (nor will it assist any other person to do so) directly or indirectly reveal, report, publish or disclose such Confidential Information to any person, firm or corporation not expressly authorized by Gridpro the party owning such Confidential Information to Youreceive such Confidential Information, information regarding or use (or assist any person to use) such Confidential Information except (a) for the functionality and performance benefit of the Software, and any Software license keys provided to You. party owing the Confidential Information shall and in the course of performing it obligations hereunder, or (b) as necessary to fulfill any obligations of the revealing party under this Agreement; provided, however, that the forgoing will not include information or materials that (i) were, on the date of disclosure, generally known apply to the public, (ii) become generally known extent that either party is required to the public other than as a result disclose Confidential Information of the act other party by applicable law or omission legal process so as the revealing party promptly notifies the other party of such pending disclosure and consults with that party prior to such disclosure concerning the advisability of seeking a protective order or other means of preserving the confidentiality of the Receiving Party, (iii) were known to Confidential Information. Each party acknowledges that the Receiving Party without an obligation Confidential Information of confidentiality prior the other party is important and unique to that party receiving and that it materially affects the same from party's goodwill and its successful conduct of business. Licensee shall not, nor help others to, reverse engineer, decompile, create or attempt to create the Disclosing Party; (iv) were lawfully received by the Receiving Party from a third party without that third party’s breach of agreement or obligation of trust, or (v) are or were independently developed by the Receiving Party without access to or use Source Code of the Disclosing Party’s Confidential Information. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure by exercising at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care. The Receiving Party shall be liable to the Disclosing Party for any disclosure or other breach in violation of this XXXX by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Disclosing Party’s Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rightsLicensed Software.

Confidential Information and Non-Disclosure. For the purposes of this XXXX The term “Confidential Information” shall mean include all information provided by each party to the other party, or materials disclosed their affiliates, employees, officers, directors, agents or representatives, including without limitation the terms and conditions of this Agreement, the NICE Software, the Third Party Software, and any and all of a party’s design specifications, drawings, written manuals, software programs, business plans, financial information, technical and marketing information and evaluations, service plans and customer information designated orally or in writing as confidential or otherwise which by one its nature should be considered confidential. For purposes herein, a party (disclosing information shall be deemed the “Disclosing Party”) to the other ” and a party (receiving information shall be deemed the “Receiving Party”) that are not generally available to the public and which, due to their character and nature, a reasonable person under the same circumstances would treat as confidential, including, without limitation, the Disclosing Party’s personal data, financial information, marketing information, trade secrets, know-how, proprietary tools, proprietary knowledge and proprietary methodologies. Confidential Information of Gridpro further includes the Software (in source code and/or object code format), including Documentation, and discounting offered by Gridpro to You, information regarding the functionality and performance of the Software, and any Software license keys provided to You. .” Confidential Information shall not include information or materials that which can be demonstrated: (ia) were, on to have been rightfully in the date possession of disclosure, generally known the Receiving Party from a source other than the Disclosing Party prior to the public, (ii) become generally known time of disclosure of said information to the Receiving Party (“Time of Disclosure”); (b) to have been in the public other than as a result domain prior to the Time of Disclosure; (c) to have become part of the public domain after the Time of Disclosure by a publication or by any other means, except an unauthorized act or omission or breach of this Agreement on the part of the Receiving Party, or its employees; (iiid) were known to have been supplied to the Receiving Party after the Time of Disclosure without an obligation of confidentiality prior to that party receiving the same from the Disclosing Party; (iv) were lawfully received restriction by the Receiving Party from a third party without that third party’s breach of agreement or who is under no obligation of trust, or (v) are or were independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may maintain such information in confidence; (e) to be required to be disclosed by law or legal processcourt order, provided that the Receiving Party provides prior notice of such disclosure shall use best efforts to provide the Disclosing Party unless expressly prohibited from doing so with prompt notice sufficient for the Disclosing Party to have a reasonable opportunity to prevent such disclosure and shall use best efforts to limit the information to be disclosed; or (f) to have been independently developed by a courtthe Receiving Party, arbitration panel or other legal authority provided that any persons developing same have not had access to Confidential Information and have written evidence demonstrating such independent development. In consideration of competent jurisdiction. The the willingness of the Disclosing Party to disclose Confidential Information to the Receiving Party, the Receiving Party agrees hereby agrees: (a) to protect use or disclose Confidential Information only for the purpose authorized in writing by the Disclosing Party’s ; (b) to use all reasonable precautions, including without limitation requiring any affiliates, employees, officers, directors, agents or representatives of the Receiving Party with access to Confidential Information from unauthorized use or of the Receiving Party’s obligations under this Section to keep Confidential Information secret and to prevent its disclosure by exercising at least to third parties without the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care. The Receiving Party shall be liable to the Disclosing Party for any disclosure or other breach in violation of this XXXX by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure prior written consent of the Disclosing Party’s ; (c) to refrain from copying or distributing such Confidential Information and will cooperate with within the Disclosing Party in any litigation brought by the Disclosing Party against third parties Receiving Party’s own organization except on a limited “need to protect its proprietary rights.know” basis; and

Confidential Information and Non-Disclosure. For From time to time during the purposes duration of this XXXX Agreement, Confidential Information may be given by ATNS (“Confidential Information” shall mean information or materials disclosed by one party (the “Disclosing Party”) to the other party Service Provider (the “Receiving Party”) that are not generally available to the public ). The Receiving Party will treat and which, due to their character keep all Confidential Information as secret and nature, a reasonable person under the same circumstances would treat as confidential, includingconfidential and will not, without limitation, the Disclosing Party’s personal datawritten consent, financial information, marketing information, trade secrets, know-how, proprietary tools, proprietary knowledge and proprietary methodologies. directly or indirectly communicate or disclose (whether in writing or orally or in any other manner) Confidential Information to any other person other than in accordance with the terms of Gridpro further includes this Agreement. The Receiving Party will only use the Software (in source code and/or object code format), including Documentation, and discounting offered by Gridpro to You, information regarding the functionality and performance of the Software, and any Software license keys provided to You. Confidential Information shall not include information or materials that for the sole purpose of complying with its obligations under this Agreement. Notwithstanding clause 19.1 (iConfidential Information) were, on the date of disclosure, generally known to the public, (ii) become generally known to the public other than as a result of the act or omission of the Receiving Party, (iii) were known to the Receiving Party without an obligation of confidentiality prior to that party receiving the same from the Disclosing Party; (iv) were lawfully received by the Receiving Party from a third party without that third party’s breach of agreement or obligation of trust, or (v) are or were independently developed by the Receiving Party without access to or use of the Disclosing Party’s may disclose Confidential Information. Additionally, it shall not be a breach : to those of this Section its Agents who strictly need to know the Confidential Information for the Receiving Party to disclose the Disclosing Party’s sole purpose set out in clause 19.3 (Confidential Information as may be required by law or legal process, Information) provided that the Receiving Party provides shall ensure that such Agents are made aware prior notice to the disclosure of such disclosure any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Disclosing Party unless expressly prohibited from doing on the same terms as contained in this Agreement. The Receiving Party shall at all times remain liable for any actions of such Agents that would constitute a breach of this Agreement; or to the extent required by law or the rules of any applicable regulatory authority, subject to clause 19.5 (Confidential Information) below. If the Receiving Party is required to disclose any Confidential Information in accordance with clause 19.4.1 (Confidential Information) above, it shall promptly notify the Disclosing Party so that the Disclosing Party may have an opportunity to prevent the disclosure through appropriate legal means and the Receiving Party shall co-operate with the Disclosing Party regarding the form, nature, content and purpose of such disclosure or any action which the Disclosing Party may reasonably take to challenge the validity of such requirement. The contents and the existence and the scope of this Agreement are Confidential Information. If any Confidential Information is copied, disclosed or used otherwise than as permitted under this Agreement then, upon becoming aware of the same, without prejudice to any rights or remedies of the Disclosing Party, the Receiving Party shall as soon as practicable notify the Disclosing Party of such event and, if requested by a courtthe Disclosing Party, arbitration panel take such steps (including the institution of legal proceedings) as shall be necessary to remedy (if capable of remedy) the default and/or to prevent further unauthorised copying, disclosure or use. Notwithstanding whether the Receiving Party uses the Confidential Information in accordance with this Agreement or not (including modifying or amending the Confidential Information), all Confidential Information shall remain the property of the Disclosing Party and its disclosure shall not confer on the Receiving Party any rights of the Disclosing Party (or its Agents), including Intellectual Property rights, over the Confidential Information whatsoever beyond those contained in this Agreement. Use by the Receiving Party of any Confidential Information in accordance with the terms of this Agreement will not infringe the Intellectual Property of any other legal authority person and no notification of competent jurisdictionany actual or potential claim alleging such infringement has been received by the Disclosing Party. The Receiving Party agrees to protect the Disclosing Party’s ensure proper and secure storage of all Confidential Information from unauthorized use or disclosure by exercising and any copies thereof to at least the same degree of care it uses to protect standard as the Receiving Party keeps its own similar information, but in no event less than a reasonable degree of careConfidential Information. The Receiving Party shall not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure as permitted in accordance with this Agreement. The Receiving Party shall keep a written record, to be liable supplied to the Disclosing Party upon request, of the Confidential Information received and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof. Without prejudice to any other rights or remedies of the Disclosing Party, the Receiving Party acknowledges and agrees that damages would not be an adequate remedy for any breach by it of the provisions of this clause 19 (Confidential Information) and that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision buy the Receiving Party or its Agents, and no proof of special damages shall be necessary for the enforcement of the rights under this clause 19 (Confidential Information). The Receiving Party recognises and acknowledges that the Confidential Information is of a special, unique and extraordinary character to the Disclosing Party and the System and the disclosure, misappropriation or unauthorised use of such Confidential Information by the Receiving Party cannot be fully compensated and that, further, any such disclosure, misappropriation or unauthorised use of the Confidential Information shall cause irreparable injury to the Disclosing Party and/or the System. The Receiving Party expressly agrees, therefore, that the Disclosing Party, in addition to any rights and remedies it may have under this Agreement or at law or in equity, shall be entitled to seek injunctive and other equitable relief to prevent the breach, or the further breach, of any of the provisions of this Agreement. The Receiving Party agrees to reimburse the Disclosing Party for any disclosure and all losses, liabilities, damages, costs, opportunity costs, and direct or other breach in violation of this XXXX by indirect expenses (including reasonable attorney’s fees, profit opportunity returns foregone and any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Disclosing Party’s Confidential Information and will cooperate with the Disclosing Party in any litigation brought court costs) incurred by the Disclosing Party against third parties to protect its proprietary rightsas a result of any prima facie breach of this Agreement by the Receiving Party. Notwithstanding whether or not this Agreement is renewed, the Receiving Party shall maintain the Confidential Information in confidence with the terms of this Agreement for a period of five (5) years from the date of disclosure.