Common use of Confidentiality Obligations Clause in Contracts

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with Each Party or third party whose Confidential Information has been disclosed retains ownership of its reports and other data (“Confidential Information”. Each Party agrees to (i) as may be available to Thornton and reasonably required for Service Provider to perform protect the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and will confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose it to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third partyparty to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, take these confidentiality obligations will expire three (3) years after the termination or misuse any expiration of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of ServicesAgreement. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x For Confidential Information for that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Receiving Party may disclose Confidential Information is Xxxxxxxx'x exclusive propertypursuant to an order of a court or governmental agency, thereforeprovided, on Xxxxxxxx'x request or that, if permitted by applicable law, the termination Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsCustomer authorizes AVEVA to collect, disks use, disclose, and modify in perpetuity information or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesdata (including, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers general usage information and copiers used measurements) that is provided by the Service Provider Customer in connection with the performance use or receipt of the Products and Support Services pursuant to this Agreement, Service Provider represents (or generated or created in the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise course of AVEVA providing the Products and Support Services) for the purposes of performing developing, improving, optimizing, and delivering Products and Support Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the Services shall be routinely scrubbed, either manually or automatically, to delete any actual underlying Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceCustomer).

Confidentiality Obligations. To All Information disclosed by one Party to the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services Party pursuant to this Agreement, Service Provider represents or pursuant to the following: All devicesConfidential Information Agreement by and between Licensee and Company effective as of June 3, 2016, shall be the “Confidential Information” of the disclosing Party for all purposes hereunder. Each Party agrees that, for the Term and for five (5) years thereafter (or, if shorter, for the longest period allowed under Applicable Law), such Party shall, and shall ensure that its Affiliates, officers, directors, employees and agents shall keep confidential and not publish or otherwise disclose and not use for any purpose except as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete expressly permitted hereunder any Confidential Information related or materials furnished to it by the other Party (including, without limitation, know-how of the disclosing Party). Confidential Information includes any and all technical, business or other information provided by or on behalf of one Party to the Services. When other Party, whether prior to, on or after the Effective Date, or otherwise generated by or on behalf of either or both Parties in connection with this Agreement, including the terms of this Agreement (subject to Section 11.4 and 11.5), information relating to the Licensed Molecule or any electronic device with data storage capacity is taken out of serviceLicensed Product (including Regulatory Materials), all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing any Development, Manufacture or Commercialization of the device Licensed Molecule or any Licensed Product, any know-how with respect thereto developed by or on behalf of the disclosing Party or its Affiliates or Sublicensees or the scientific, regulatory or business affairs or other activities of either Party (including, for the avoidance of doubt, any such information that is shared pursuant to insure no this Agreement). Any Confidential Information belonging primarily relating to Thornton could ever IMMU-132 shall be retrieved from the Confidential Information of both Parties (“IMMU-132 Information”), and each Party shall be deemed both the disclosing Party and the receiving Party with respect thereto. Any Confidential Information primarily relating to a Next Generation Product shall be deemed to be the Confidential Information of Licensee alone. The foregoing obligations shall not apply to any Information disclosed by a Party hereunder to the extent that the receiving Party can demonstrate with competent evidence that such device.Information:

Confidentiality Obligations. To the extent Service Provider Vendor requires Thornton Xxxxxxxx to provide Service Provider Vendor with its reports and other data (“Confidential Information”) as may be available to Thornton Xxxxxxxx and reasonably required for Service Provider Vendor to perform the Services, Service Provider Vendor will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third partyThird Party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider Vendor acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider Vendor will not use or seek to use any of Xxxxxxxx'x Confidential Information for the ContractorVendor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider Vendor will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service ProviderVendor’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider Vendor will preserve and not disclose directly or indirectly to any third party Third-Party Xxxxxxxx'x Confidential Information and will promptly advise Thornton Xxxxxxxx of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider Vendor is authorized by Thornton Xxxxxxxx to retain copies of its documents at Service Provider Vendor expense. In regards regard to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider Vendor in connection with the performance of Services pursuant to this Agreement, Service Provider Vendor represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure ensure no Confidential Information belonging to Thornton Xxxxxxxx could ever be retrieved from such device.

Confidentiality Obligations. To Each party (the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential InformationReceiving Party”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x that receives or otherwise obtains Confidential Information secret of the other party (the “Disclosing Party”) agrees to (a) keep the Disclosing Party’s Confidential Information confidential and will not disclose it or make available any of the Disclosing Party’s Confidential Information to any third party, take or misuse any party without the prior written consent of the Xxxxxxxx’x Disclosing Party (except in accordance with clause (d) or clause (e) below in this Section 9.2), (b) use the Disclosing Party’s Confidential InformationInformation only as necessary to perform its obligations and exercise its rights under this Agreement, or any other information Service Provider acquires or has (c) use at least the same degree of care in keeping the Disclosing Party’s Confidential Information confidential as it uses for its own Confidential Information of a similar nature (but in no event less than a reasonable degree of care), (d) limit access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use the Disclosing Party’s Confidential Information to the Receiving Party’s Affiliates and authorized sublicensees who have a need to access or seek to use any of Xxxxxxxx'x know such Confidential Information for the Contractor's own benefit purpose of exercising such Affiliate’s or for sublicensee’s rights under this Agreement or the benefit applicable sublicenses, as the case may be, provided that such Affiliate or sublicensee is bound in writing to confidentiality obligations at least as protective of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x the Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or of the termination Disclosing Party as the confidentiality provisions of this Agreement, Service Provider will promptly return Xxxxxxxx’x and (e) limit access to the Disclosing Party’s Confidential Information including all documentsto its employees and contractors, disks and cause each of its Affiliates and sublicensees to limit access to the Receiving Party’s Confidential Information to its respective employees and contractors, who have a need to access or other computer media know such Confidential Information for the purpose of the Receiving Party, such Affiliate or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After such sublicensee to exercise its rights under this Agreement terminatesor the applicable sublicense, as the Service Provider will preserve case may be, provided that such employees and not disclose directly or indirectly contractors are bound in writing to any third party Xxxxxxxx'x confidentiality obligations at least as protective of the Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use the Disclosing Party as the confidentiality provisions of its Confidential Information by any person or entitythis Agreement. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider Except as otherwise expressly provided in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not nothing in this Agreement is intended to be grant to a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually party any rights in or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceother party.

Confidentiality Obligations. To A party receiving Confidential Information (“Receiving Party”) shall treat as confidential all Confidential Information received from the extent Service Provider requires Thornton other party (“Disclosing Party”) and shall not use such Confidential Information except as expressly permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event with less than reasonable care, to prevent the disclosure of Confidential Information. The Receiving Party agrees to limit access to Confidential Information to those individuals or entities permitted to access the Licensed Technology in Section 2.2(b) and having a reasonable need to know such information in connection with this Agreement or their reasonable business needs. The Receiving Party agrees not to provide Service Provider access to the Confidential Information to any other individuals or entities without the prior written consent of the Disclosing Party, except, however that a party may disclose the terms and conditions of this Agreement to potential investors in confidence, in connection with its an actual or prospective investment, merger or acquisition or similar transaction. Any person to whom such Confidential Information is disclosed by the Receiving Party shall be subject to the same obligations as regards disclosure and non-use as the Receiving Party. The Receiving Party shall assume responsibility and accept liability for the non-fulfilment of these obligations from any person given access to the Confidential Information. The Receiving Party shall not directly or indirectly cause or permit any Confidential Information of the Disclosing Party to be copied or reproduced unless such copy or reproduction is necessary or appropriate to fulfill the purposes of this Agreement. Any such copy shall be marked confidential and, when appropriate, marked as proprietary to the Disclosing Party. Disclosures in nondocumentary form made orally or by visual inspection shall be reduced to writing, marked confidential and then distributed to all parties within thirty (30) days of the original communications. The following shall be deemed to be the Confidential Information of Licensee: (i) terms and conditions of this Agreement; and (ii) all reports and other data (“Confidential Information”) as may information regarding the Devices or the sale of Devices provided by Licensee to Sonics. The terms and conditions of this Agreement shall also be available deemed to Thornton and reasonably required for Service Provider to perform be the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceSonics.

Confidentiality Obligations. To Each of New River and Shire shall keep all Confidential Information received from the extent Service Provider requires Thornton to provide Service Provider other Party with the same degree of care it maintains the confidentiality of its reports and other data (“own Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents or business or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 10) that all such directors, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 10. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To Each Party will take all reasonable measures to protect the extent Service Provider requires Thornton to provide Service Provider with its reports and confidentiality of the other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Party’s Confidential Information secret in a manner that is at least protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance, but in no case using less than a reasonable standard of care. Receiving Party will hold Confidential Information in strict confidence and will not disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or give or disclose it such information to third parties, or use such information for any third partypurpose whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement. Notwithstanding the foregoing, take or misuse any Receiving Party may disclose the other Party’s Confidential Information: (a) to employees, consultants, officers, directors, auditors, accounts, attorneys, advisors, and agents (including those of its affiliates) (collectively, “Recipients”) that have a need to know such information, provided that Receiving Party will require that each such Recipient not otherwise bound by confidentiality obligations to sign a written nondisclosure agreement consistent with the Xxxxxxxx’x confidentiality and nondisclosure provisions herein; and (b) to the extent Receiving Party is legally compelled to disclose such Confidential Information, provided that Receiving Party is legally able to do so, Receiving Party gives reasonable advance notice of such compelled disclosure to the other Party will cooperate with the other Party (at the other Party’s expense) in connection with any efforts to prevent or any other information Service Provider acquires or has access to because limit the scope of its provision such disclosure and/or use of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After Each Party’s obligations under this Section 11 will last for the Term of this Agreement terminatesand for a period of five (5) years thereafter. For the avoidance of doubt, notwithstanding anything to the Service Provider will preserve contrary stated herein, Content is subject to the license terms set forth in Section 3 above, and the restrictions on disclosure and use contained therein are not disclose directly subject to expiration or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services termination pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceSection 11.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with Each Party (or third party whose Confidential Information has been disclosed) retains ownership of its reports and other data (“Confidential Information”. Each Party shall (a) as may be available to Thornton and reasonably required for Service Provider to perform protect the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose received from the Disclosing Party in the same manner as it to any third party, take or misuse any of protects the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because confidentiality of its provision of Services. At all times this Agreement is own proprietary and confidential materials but in effect, Service Provider will not no event with less than reasonable care; and (b) use or seek to use any of Xxxxxxxx'x the Confidential Information received from the Disclosing Party solely for the Contractor's own benefit or for the benefit purpose of any other person or business or in any way adverse to Xxxxxxxx'x intereststhis Agreement. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the Upon termination of this AgreementAgreement or upon written request submitted by the Disclosing Party, Service Provider will promptly whichever comes first, the Receiving Party shall return Xxxxxxxx’x or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information; provided, however, that AVEVA may retain Your Confidential Information including all documentsduring the pendency of a dispute or litigation between the Parties. Notwithstanding the foregoing, disks neither Party shall be required to return or other computer media or other materials in the Service Provider’s possession or control containing destroy any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x such Confidential Information and will promptly advise Thornton of any unauthorized disclosure if such return or use of destruction is impracticable, technically infeasible or contrary to either Party’s bona fide existing document retention policies. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information by any person or entity. Service Provider is authorized by Thornton in order to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with support the performance of Services pursuant such Party’s obligations related to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines and who are contractually bound by confidentiality obligations that are not intended at least as protective as those contained in this Agreement, neither Party shall, disclose to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any person any Confidential Information related received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 6 by its Affiliates, employees, contractors, and agents and any third party to whom it discloses Confidential Information in accordance with this Section 6. For Confidential Information that does not constitute a “trade secret” under applicable Law, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement. For Confidential Information that constitutes a “trade secret” under applicable Law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable Law. Notwithstanding anything to the Services. When any electronic device with data storage capacity is taken out of servicecontrary in this Section 6, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Receiving Party may disclose Confidential Information belonging pursuant to Thornton could ever be retrieved from an order of a court or governmental agency; provided, that, if permitted by applicable Law, the Receiving Party shall first notify the Disclosing Party of such deviceorder and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure.

Confidentiality Obligations. To Customer agrees and acknowledges that the extent Service Provider requires Thornton contain proprietary and trade secret information that is the sole and exclusive property of Oracle and that Customer may obtain information relating to provide Oracle and the Service Provider with its reports and other data which Customer knows, or has reason to know, is of a confidential and/or proprietary nature (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x ). Confidential Information secret shall include, without limitation, the Feedback and will not disclose it to any third party, take or misuse any the specific design and structure of the Xxxxxxxx’x Confidential InformationService. Customer shall, or any other information Service Provider acquires or has access to because at all times, both during the term of its provision of Services. At this Agreement and at all times this Agreement is thereafter, keep in effect, Service Provider will confidence and trust all of the Confidential Information provided to Customer. Customer shall not use or seek to use any of Xxxxxxxx'x the Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse than as necessary to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of exercise its rights under this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including . Customer shall take all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly reasonable steps to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized prevent unauthorised disclosure or use of its the Confidential Information by and to prevent it from falling into the public domain or into the possession of unauthorised persons. Customer shall not disclose Confidential Information to any person or entity. Service Provider is authorized by Thornton entity and agrees not to retain copies of its documents at Service Provider expense. In regards make Oracle’s Confidential Information available in any form to any electronic devices unauthorised third parties other than its officers, employees and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with data storage capabilityCustomer which protect the Confidential Information containing terms and conditions at least as protective of Oracle’s rights as the terms and conditions herein. Customer agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement. Customer agrees, including but both during the term of this Agreement and for a period of three (3) years after termination or expiry of this Agreement and of all licenses granted hereunder, to hold Oracle’s Confidential Information in confidence. These obligations shall not limited toapply to the extent that Confidential Information includes information which: (a) is, computers or, through no act or failure to act of Customer, becomes publicly known; or (b) is approved for release by written authorisation of Oracle; or (c) was in the Customer’s lawful possession prior to the disclosure and copiers used had not been obtained by the Service Provider Customer either directly or indirectly from the Oracle; (c) is lawfully disclosed to the Customer by a third party without restriction on the disclosure; or (d) is independently developed by the Customer without use of the Confidential Information. Nothing shall prevent the Customer from disclosing the terms or pricing under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicea governmental entity as required by law.

Confidentiality Obligations. To Each of New River and Shire shall keep all Confidential Information received from the extent Service Provider requires Thornton to provide Service Provider other Party with the same degree of care it maintains the confidentiality of its reports and other data (“own Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents or business or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 9) that all such directors, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 9. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton With respect to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x any Confidential Information secret and will not disclose of a Party disclosed by it or its Affiliates to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for Party during the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination term of this Agreement, Service Provider will promptly return Xxxxxxxx’x such Receiving Party agrees that such Confidential Information shall be maintained in confidence by the Receiving Party and its Affiliates, shall be used only as required to perform the activities contemplated by this Agreement and the Safety Data Exchange Agreement, and that such Confidential Information shall not be disclosed by the Receiving Party or its Affiliates to any Third Party who is not a consultant or external auditor of, or an advisor to, the Receiving Party or its Affiliates without the prior written consent of the Disclosing Party (except as permitted or required for performance by the Receiving Party of its rights or duties hereunder). Notwithstanding the foregoing provisions of this Section 8.2, either Party may disclose Confidential Information of the other Party or the terms of this Agreement if such Party reasonably determines, based on advice from its legal counsel, that it is required to make such disclosure by Applicable Law, regulation or legal process, including all documentsby the rules or regulations of the FDA or United States Securities and Exchange Commission (the “SEC”) or similar regulatory agency(ies) in a country other than the United States or of any stock exchange, disks in which event such Party shall provide prior notice of such intended disclosure to such other Party sufficiently in advance to enable the other Party to seek confidential treatment or other computer media protection for the Confidential Information subject to such requirement unless the Disclosing Party is prevented by law or regulation from providing such advance notice, shall disclose only such Confidential Information of such other materials in the Service Provider’s possession or control containing Party as such Disclosing Party reasonably determines is required to be disclosed, and shall seek confidential treatment of any terms of Xxxxxxxx’x Confidential Information. After this Agreement terminates, that the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capabilityDisclosing Party considers particularly sensitive, including but not limited to, computers and copiers used by the Service Provider in connection with the performance Commission terms of Services pursuant to this Agreement, Service Provider represents from the following: All devicesSEC, such as copiers similar regulatory agencies in countries other than the United States, or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicestock exchange.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Strakan and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Aptalis shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose received from the other Party with the same degree of care it to any third party, take or misuse any maintains the confidentiality of the Xxxxxxxx’x its own Confidential Information, or any other information Service Provider acquires or has access to because but in no event less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person other than to such of its and its Affiliates’ or business sub-licensees, directors, officers, managers, employees, independent contractors, agents or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, therefore* Confidential treatment requested. however, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’, sub-licensees, directors, officers, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 9) that all such directors, officers, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media, other than the Receiving Party’s back-up or archival media or other materials (which media shall be destroyed in the Service Providernormal course of the Receiving Party’s possession or control document retention program), containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure the Disclosing Party that remain in the possession of the Receiving Party or use its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of its the Confidential Information by any person or entityin the legal department files of the Receiving Party, solely for archival purposes. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended Such archival copy shall be deemed to be a data storage devise for purposes the property of performing the Services Disclosing Party, and shall continue to be routinely scrubbed, either manually or automatically, to delete any Confidential Information related subject to the Services. When any electronic device with data storage capacity is taken out provisions of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis Article 9.

Confidentiality Obligations. To In the extent Service Provider requires Thornton event Confidential Information shall be disclosed, the Parties shall first agree to provide Service Provider with disclose and receive such information in confidence All Confidential Information disclosed by a Disclosing Party to a Receiving Party pursuant to, or in connection with, this Agreement, during the Term of the Agreement shall be maintained in confidence by the Receiving Party and used only to perform under this Agreement. Each Receiving Party shall use such measures as the Receiving Party uses to protect the confidentiality of its own confidential information of like importance, but in no event using less than reasonable care. The Receiving Party shall not make any disclosure of such Confidential Information other than on a need-to-know basis to its employees, and/or its Affiliates’ employees and consultants. The Receiving Party shall be liable for its breach of the provisions of this Section 26, as well as breaches by any other recipient whose access and use was made through the Receiving Party as specified herein. The Receiving Party shall return or destroy the Disclosing Party’s tangible Confidential Information to the Disclosing Party promptly upon the Disclosing Party’s request, unless the Receiving Party has a continuing right under this Agreement to use such Confidential Information. Nothing herein shall prevent assignment of the Parties’ employees or consultants to other projects. For all purposes hereunder, any Product tests conducted by HP, as well as test reports and other data (“Confidential Information”) as may related documentation, shall be available deemed to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x be jointly owned Confidential Information, with each Party subject as a Receiving Party to maintain the confidentiality of such materials and refrain from disclosure or other use of such materials as provided hereunder. The Parties agree that the foregoing obligation shall not apply to any other information Service Provider acquires or has access to because of its provision of Services. At all times disclosed under this Agreement is which the Receiving Party can demonstrate by means of dated documentation, or documentation with otherwise validated date, that such information: (i) was already in effect, Service Provider will not use the public domain at the time it was disclosed or seek subsequently enters the public domain through no fault of the Receiving Party; (ii) was known to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit receiving Party or for the benefit of any other person or business its Affiliates or in its possession prior to its receipt, (iii) was developed by the receiving Party independently and without use of the disclosure under this Agreement and without any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination breach of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks ; or other computer media or other materials in (iv) was lawfully received by the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any receiving Party on a non-confidential basis from a third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton who was not bound by a similar obligation of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider confidentiality in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related relation to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceinformation.

Confidentiality Obligations. To Unless otherwise provided in this Agreement, this Agreement, any and all other related documents and any and all documents released by either of the extent Service Provider requires Thornton to provide Service Provider with its reports and other data Parties (the “Confidential InformationDisclosing Party”) to the other Party (the “Receiving Party”) in conjunction with the transaction contemplated by this Agreement shall be treated by both Parties as may confidential and shall not be available released in whole or in part to Thornton and reasonably required for Service Provider to perform any third Party. In particular, the Services, Service Provider will Receiving Party undertakes: • To keep Xxxxxxxx’x the Confidential Information secret and will strictly confidential, not to deliver, disclose of publish it to any third partyParty including subsidiary companies and companies having an interest in its capital, take except as otherwise agreed in writing by the Disclosing Party; • To use the Confidential Information solely for the purpose defined herein and except as otherwise expressly agreed in writing by the Disclosing Party, not to use the same or misuse permit its use for any other purpose; • To disclose the Confidential Information only to those of its direct employees having a need to know such Confidential Information in order to make permitted use thereof, after having beforehand clearly informed such employees of the Xxxxxxxx’x strictly confidential nature of the Confidential Information and caused them to observe said conditions of confidentiality. The Receiving Party shall be responsible for the correct performance of said obligations of confidentiality by its employees and shall keep up to date the list of its personnel, to whom Confidential Information is communicated, which list shall be made available to the Disclosing Party at its request; • not to make any press release concerning the whole or any part of the transaction contemplated by this Agreement (or of any future amendment hereto) without the prior consent of the other Party hereto; • not to duplicate the Confidential Information nor to copy or reproduce the same beyond the limited purpose of the Agreement; • not to disclose Confidential Information to any third Party, unless such third Party is acting at the instruction of the Receiving Party and such disclosure is reasonably necessary to accomplish one or more of the purpose of the Agreement; provided however, that prior to any such disclosure the following conditions is satisfied: the Receiving Party shall have obtained written prior approval of the Disclosing Party of such proposed disclosure, which approval may be not unreasonably withheld or delayed. • Immediately notify the Disclosing Party if a disclosure of Confidential Information is required by a governmental authority and to use all reasonable effort to assist the Disclosing Party in opposing such disclosure if applicable; • Upon discovery of any disclosure of Confidential Information, regardless of whether such discovery is intentional or any other information Service Provider acquires or has access inadvertent, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable actions (i) to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for retrieve the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x disclosed Confidential Information. After this Agreement terminates, the Service Provider will preserve (ii) to destroy any unauthorised copies thereof and not disclose directly or indirectly (iii) to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicestop further disclosure.

Confidentiality Obligations. To Each of the Senesco Parties and BCV agree that during the Term and for ten (10) years thereafter, it shall keep confidential, and shall cause its Affiliates and its and their directors, employees, consultants, agents, subcontractors, and sublicensees to keep confidential, all Confidential Information of the disclosing Party. Neither of the Senesco Parties nor BCV nor any of their Affiliates or its or their directors, employees, consultants, agents, subcontractors, or sublicensees shall use Confidential Information of the disclosing Party for any purpose whatsoever other than to exercise any rights granted to it or reserved by it hereunder or to carry out its responsibilities hereunder. Without limiting the foregoing but subject to Section 5.2, Section 5.3, Section 5.4, and Section 5.5 below, each Party may disclose such information to the extent Service Provider requires Thornton such disclosure is reasonably necessary to provide Service Provider (a) file and prosecute patent applications and/or maintain patents which are filed or prosecuted in accordance with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any provisions of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is or submit regulatory applications and filings, (b) file, prosecute or defend litigation in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for accordance with the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination provisions of this Agreement, Service Provider will promptly return Xxxxxxxx’x or (c) comply with Applicable Laws or the order of a court of competent jurisdiction, including Applicable Laws of the U.S. Securities and Exchange Commission (“SEC”) or any nationally recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded; provided, however, that if a Party is required to make any such disclosure of the disclosing Party’s Confidential Information including all documentsin connection with any of the foregoing, disks it shall give reasonable advance notice to the disclosing Party of such disclosure requirement and shall use reasonable efforts to assist such disclosing Party in efforts to avoid or other computer media minimize the degree of such disclosure and secure confidential treatment of such information required to be disclosed. Moreover, BCV may disclose Confidential Information of the Senesco Parties relating to the research, development or other materials commercialization of the Biofuel IP in the Service Provider’s possession Field and/or any Licensed Products to entities with whom BCV has (or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesmay have) a marketing, the Service Provider will preserve commercialization and/or development collaboration and not disclose directly or indirectly who have a specific need to any third party Xxxxxxxx'x know such Confidential Information and will promptly advise Thornton who are bound in writing by a like obligation of confidentiality and restrictions on use, provided that BCV shall be liable for any unauthorized disclosure or breach of such confidentiality and non-use of its Confidential Information obligations by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceThird Party.

Confidentiality Obligations. To Except to the extent Service Provider requires Thornton to provide Service Provider with its reports expressly authorized by this Agreement, each of JAH and other data Napo (each a “Confidential InformationRecipient”) as may be available to Thornton and reasonably required for Service Provider to perform (a) shall hold the Services, Service Provider will keep Xxxxxxxx’x other Party’s (the “Discloser”) Confidential Information secret and will in strict confidence, (b) shall not disclose it such Confidential Information to any third partyparty and shall implement practices and procedures as necessary to prevent such disclosure, take or misuse any which steps shall include at least those taken by the Recipient to protect its own confidential information of the Xxxxxxxx’x like kind, and (c) shall use such Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times Information only as expressly authorized by this Agreement unless the Parties shall have agreed otherwise in writing. Both Parties agree that in order to ensure that each Party understands which information is in effectdeemed to be confidential, Service Provider will not use or seek to use any of Xxxxxxxx'x all Confidential Information for will be in written form and clearly marked as “Confidential,” and if the Contractor's Confidential Information is initially disclosed in oral or some other non-written form, it will be confirmed and summarized in writing and clearly marked as “Confidential” within thirty (30) days of disclosure. The Recipient shall hold such Confidential Information in confidence and shall treat such information in the same manner as it treats its own benefit or for confidential information but not less than with a reasonable degree of care. The Recipient may disclose the benefit of Discloser’s Confidential Information to the Recipient’s Affiliates, Sublicensees, and their respective directors, officers, employees, consultants, agents, subcontractors and/or any other person or business entity acting on Recipient’s behalf, individually or in any way adverse collectively (collectively “Representatives”) who have a bona fide need to Xxxxxxxx'x interestsaccess the Confidential Information, but only to the extent reasonably necessary to exercise the Recipient’s rights and fulfill the Recipient’s obligations under this Agreement. Xxxxxxxx'x Each Recipient (i) shall inform all those Representatives to whom Confidential Information is Xxxxxxxx'x exclusive propertydisclosed that such Confidential Information is, thereforein fact, on Xxxxxxxx'x request or the termination of confidential and is not to be disclosed to third parties, (ii) shall obligate all Representatives in writing to abide by nondisclosure and nonuse obligations reasonably comparable to those set forth in this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsand (iii) shall be responsible for, disks or other computer media or other materials in and indemnify the Service Provider’s possession or control containing Discloser from and against, any of Xxxxxxxx’x Confidential Informationnoncompliance by its Representatives. After this Agreement terminatesIn addition, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will Recipient shall promptly advise Thornton notify the Discloser in writing of any unauthorized use or disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceInformation.

Confidentiality Obligations. To the extent Service Provider requires Thornton Subject to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the ServicesSection 7.3, Service Provider will each Party shall keep Xxxxxxxx’x confidential all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with at least the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any but in all cases no less than a reasonable degree of care. Neither Party shall use the other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Party’s Confidential Information for any purpose other than in performance of activities under the Contractor's own benefit or for the benefit of Agreement and shall not disclose such Confidential Information to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or business or in any way adverse sublicensees who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of the Agreement. The Receiving Party shall advise any of its and its Affiliates’ directors, thereforemanagers, on Xxxxxxxx'x request employees, independent contractors, agents, consultants or sublicensees who receive such Confidential Information of the confidential nature thereof and of the obligations of non-use and confidentiality contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 7) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon the expiration or termination of this Agreement, Service Provider will promptly a Receiving Party shall, at the election of the Disclosing Party, return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of a Disclosing Party that remain in the Service Provider’s possession of a Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, and certify that such destruction or return to the other Party has been completed; such certification to be signed by a legal representative of Xxxxxxxx’x the Receiving Party. Notwithstanding the foregoing, each Receiving Party may keep one copy of the Confidential Information. After Information in the legal department files of such Receiving Party, solely for archival purposes and to ensure compliance with the terms of this Agreement terminates, and to the Service Provider will preserve and not disclose directly extent necessary to exercise any continuing rights or indirectly to comply with any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to continuing obligations under this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended . Such archival copy shall be deemed to be a data storage devise for purposes the property of performing the Services Disclosing Party, and shall continue to be routinely scrubbed, either manually or automatically, to delete any Confidential Information related subject to the Services. When any electronic device with data storage capacity is taken out terms of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis Article 7.

Confidentiality Obligations. To Each Party agrees that, for the extent Service Provider requires Thornton to provide Service Provider with Term and thereafter, such Party shall, and shall ensure that its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the ServicesRepresentatives, Service Provider will keep Xxxxxxxx’x hold in confidence all Confidential Information secret and will not disclose disclosed to it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services other Party pursuant to this Agreement, Service Provider represents unless the followingrecipient of the Confidential Information demonstrates by written evidence that such information: All devices(i) is or has become generally available to the public other than as a result of disclosure by the recipient; (ii) is already known by or in the possession of the recipient at the time of disclosure by the disclosing Party; (iii) is independently developed by recipient without use of or reference to the disclosing Party’s Confidential Information; or (iv) is obtained by recipient from a Third Party that has not breached any obligations of confidentiality. The recipient shall not disclose any of the Confidential Information, such as copiers or fax machines that are not intended except to be a data storage devise Representatives of the recipient who need to know the Confidential Information for purposes the purpose of performing the Services recipient’s obligations, or exercise its rights, under this Agreement and who will, prior to their access to such Confidential Information, be bound by written obligations of non-use and non-disclosure substantially similar to those set forth herein. Each Party agrees to use, and to cause its Affiliates to use, reasonable efforts to enforce such obligations and to prohibit Representatives from using such Confidential Information except as expressly permitted hereunder. Each Party shall be routinely scrubbedliable to the other for any disclosure or use of the Confidential Information by such Representatives. The recipient shall (i) protect Confidential Information using not less than the same care with which it treats its own confidential information, either manually or automaticallybut at all times shall use at least reasonable care and (ii) not use, and cause its Affiliates and Representatives not to delete use, any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device other Party except as expressly permitted hereunder. Each Party shall: (a) implement and maintain appropriate security measures to insure no prevent unauthorized access to, or disclosure of, the other Party’s Confidential Information belonging to Thornton could ever be retrieved from Information; (b) promptly notify the other Party of any unauthorized access or disclosure of such deviceother Party’s Confidential Information; and (c) cooperate with such other Party in the investigation and remediation of any such unauthorized access or disclosure.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with Each Party or third party whose Confidential Information has been disclosed retains ownership of its reports and other data (“Confidential Information”. Each Party agrees to (i) as may be available to Thornton and reasonably required for Service Provider to perform protect the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and will confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose it to any person any Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third partyparty to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a “trade secret” under applicable law, take these confidentiality obligations will expire three (3) years after the termination or misuse any expiration of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of ServicesAgreement. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x For Confidential Information for that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law. However, the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Receiving Party may disclose Confidential Information is Xxxxxxxx'x exclusive propertypursuant to an order of a court or governmental agency, thereforeprovided, on Xxxxxxxx'x request or that, if permitted by applicable law, the termination Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsCustomer authorizes AVEVA to collect, disks use, disclose, and modify in perpetuity information or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesdata (including, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers general usage information and copiers used measurements) that is provided by the Service Provider Customer in connection with the performance use or receipt of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers Products (or fax machines that are not intended to be a data storage devise generated or created in the course of AVEVA providing the Products) for the purposes of performing developing, improving, optimizing, and delivering Products; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the Services shall be routinely scrubbed, either manually or automatically, to delete any actual underlying Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceCustomer).

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Scholar Rock and other data (“Confidential Information”) as may be available to Thornton JBI shall not disclose, and reasonably required for Service Provider to perform the Services, Service Provider will shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x other Party confidential with the same degree of care it employs to maintain the confidentiality of its own Confidential Information, but in no event less than a reasonable degree of care (including, but not limited to, establishing and maintaining effective security measures to safeguard the Confidential Information of the other Party from unauthorized use or access). Neither Party shall (1) use such Confidential Information of the other Party for any purpose other than in performance of, in exercise of, or enforcement of its rights under, this Agreement or (2) disclose the same to any other information Service Provider acquires or has access Person other than to because such of its provision and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who have a need to know such Confidential Information to implement the terms of Services. At all times this Agreement, including, without limitation, evaluation of the Collaboration Molecules and/or Lead Molecules, the Program Plan or other discovery and research activities and whether to exercise a License Option; provided, however, that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement is relating thereto, and the Receiving Party shall ensure (including, but not limited to, in effectthe case of a Third Party, Service Provider will not by means of a written agreement with such Third Party having terms similar to those contained in this ARTICLE 10) that all such directors, managers, employees, independent contractors, agents and consultants comply with such obligations as if they had been a party hereto; JBI shall be directly responsible to Scholar Rock for any damages resulting from any breach by any such Persons (including such Third Parties) of their confidentiality or restricted use obligations in respect of Scholar Rock’s Confidential Information. Scholar Rock shall be directly responsible to JBI for any damages resulting from any breach by any such Persons (including such Third Parties) of their confidentiality or seek to restricted use any obligations in respect of Xxxxxxxx'x JBI’s Confidential Information for the Contractor's own benefit Information. Upon expiration or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its (or its Affiliate’s) directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton in the legal department files or electronic backup files of any unauthorized disclosure or use of its Confidential Information by any person or entitythe Receiving Party, solely for archival purposes. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended Such archival copy shall be deemed to be a data storage devise for purposes the property of performing the Services Disclosing Party, and shall continue to be routinely scrubbed, either manually or automatically, to delete any Confidential Information related subject to the Services. When any electronic device with data storage capacity is taken out provisions of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis ARTICLE 10.

Confidentiality Obligations. To Each of BT and AB, as a Receiving Party, agrees to hold in confidence, by using the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) same degree of care as may be available to Thornton and reasonably required each uses for Service Provider to perform the Servicesinformation of like importance, Service Provider will keep Xxxxxxxx’x but not less than a reasonable degree of care, any Confidential Information secret disclosed to it by the other Party, the Disclosing Party, hereunder, and will agrees not to disclose it any Confidential Information of the Disclosing Party to any third party, take or misuse any Third Party without the express written consent of the Xxxxxxxx’x Disclosing Party. The terms and conditions of this Agreement and Joint IP shall be deemed and treated as the Confidential Information of both Parties (subject only to the exceptions set forth in parts (a) and (b) of Section 1.12) until published with the written consent of both Parties or until such time as the same may publish in a published patent application or issue into Patents or other mutually agreed upon statutory forms of intellectual property rights. Notwithstanding the foregoing, if the Receiving Party is compelled by legal process to disclose such Confidential Information, or the Receiving Party shall be permitted to do so, but shall give notice to the Disclosing Party of such requirement for disclosure as soon as possible to enable the Receiving Party to take steps to prevent disclosure, and, in absence of any other information Service Provider acquires or has access action of the Disclosing Party, shall use its best efforts to because of its provision of Servicesrestrict such disclosure to the extent reasonably possible. At all times this Agreement is in effect, Service Provider will not The Receiving Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information only for purposes of the Contractor's own benefit Collaboration Program (or for the benefit of to otherwise exercise any other person or business or in any way adverse to Xxxxxxxx'x interestslicenses granted hereunder). Xxxxxxxx'x The Receiving Party may disclose Confidential Information to Third Parties under confidentiality obligations at least as restrictive as those set forth herein to the limited extent necessary to have Collaboration Products made, or to distribute Collaboration Products, as such manufacturing or distribution activities shall otherwise be permitted hereunder. The obligations imposed under this Article shall remain in force for a period of five (5) years following termination or expiration of this Agreement. Notwithstanding the foregoing, with respect to any Confidential Information that consists of a trade secret, that is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request identified by the Disclosing Party in a written notice delivered to the Receiving Party prior to the date of termination or the termination expiration of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks the obligations imposed under this Article shall survive (without any temporal limitation) any termination or other computer media or other materials in the Service Provider’s possession or control containing any expiration of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton The Alliance agrees to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x confidential Confidential Information secret it receives from a Member and each Member agrees to maintain all Confidential Information that it receives from a the Alliance, in each case using at least the same degree of care as such recipient takes to safeguard its own valuable confidential information, but at least a reasonable degree of care, and each recipient will refrain from disclosing any Confidential Information to others. The Alliance agrees not disclose it to use any third partyMember’s Confidential Information and each Member agrees not to use the Alliance’s Confidential Information except for the purposes set forth in the Affiliation Agreement or this IP License Agreement. Each recipient will limit disclosure of the Confidential Information of the disclosing party to those of the recipient’s employees and advisors who have a need to know the same, take and shall inform such employees of the sensitive nature of the Confidential Information and of the confidentiality obligations under this Affiliation Agreement. If any recipient becomes aware of any actual or threatened disclosure or misuse of any of the Xxxxxxxx’x Confidential Information, such recipient will promptly notify the disclosing party and will assist the disclosing party as requested in resolving the matter. The obligations of the Alliance and each Member hereunder shall continue notwithstanding a Member’s withdrawal from the Alliance. 12 Confidentiality Obligations Not Applicable. The confidentiality obligations of Section 4.1 shall not apply to information which (a) is known or any other information Service Provider acquires becomes known to the general public through no fault of the recipient, or has access (b) a recipient is required to because be disclosed to governmental authorities or courts as a result of its provision operation of Services. At all times this Agreement is in effectlaw, Service Provider will not use regulation, or seek to use any of Xxxxxxxx'x Confidential Information for court order, provided, however, that such recipient must give the Contractor's own benefit or for the benefit disclosing party immediate written notice of any other person or business or such request, and must assist the disclosing party in any way adverse efforts to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request prevent or limit the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicedisclosure.

Confidentiality Obligations. To During the extent Service Provider requires Thornton term of this Agreement and at all times thereafter, Seller agrees to provide Service Provider with hold in confidence and not otherwise use or disclose the Specifications and all other information of Access and its reports and other data (“Confidential Information”) as may be available Affiliates, including without limitation, any information relating to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret Access’ and will not disclose it to any third partyits Affiliates’ business operations, take price lists, manufacturing data, marketing information strategies, customer or misuse any of the Xxxxxxxx’x Confidential Informationproduct lists, or any research and development information and all other information Service Provider acquires disclosed by Access or has access its Affiliates to because of its provision of Services. At all times this Agreement is Seller, in effect, Service Provider will confidence and not use or seek to use any of Xxxxxxxx'x Confidential Information the foregoing commercially for the Contractor's its own benefit or for the benefit that of any other person party nor for the purpose of developing or business improving a product or in method for any way adverse other party except Access. Seller agrees to Xxxxxxxx'x interestslimit dissemination of and access to the Services and/or Specifications or such information only to the persons within Seller’s organization, performing Services under this Agreement, and then only to those persons who have a need for access thereto, and who have entered into a restrictive agreement prohibiting such personnel from doing anything with respect to the Services and/or Specifications and such information that Seller would itself be prohibited from doing under this Agreement. Xxxxxxxx'x The confidentiality CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMISSION. ASTERISKS DENOTE OMISSIONS. obligations within this Section 9 shall survive termination or expiration of this Agreement for a period of three (3) years from the date of termination of this Agreement and deemed to cover all Confidential Information is Xxxxxxxx'x exclusive propertyprovided pursuant to this transaction. Should either Seller or Access disclose to third parties such as agents or subcontractors confidential information belonging to the other party to this Agreement, thereforethe disclosing party must, on Xxxxxxxx'x request or before making such disclosure, notify the other party of this Agreement that the disclosure will be made and obtain from the third party to whom the disclosure will be made a confidentiality agreement similar to the Confidentiality Agreement with a term not shorter than the term of the Confidentiality Agreement as extended by this Section 9. The parties acknowledge that all confidential information of the other party shall be owned solely by the other party, and each party agrees to return all items containing confidential information to the other party as requested upon termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials . Seller and Access recognize and agree that nothing contained in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesshall be construed as granting any rights, the Service Provider will preserve and not disclose directly by license or indirectly otherwise, to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services confidential information disclosed pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To During the extent Service Provider requires Thornton term of this Agreement and for [***] thereafter, Recipient agrees to provide Service Provider with its reports and other data (“Confidential Information”a) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x hold in confidence all Discloser’s Confidential Information, or any other information Service Provider acquires or has access and not disclose Discloser’s Confidential Information except as expressly provided in Section 10.3, without the prior written consent of Discloser; (b) use Discloser’s Confidential Information solely to because of its provision of Services. At all times carry out Recipient’s obligation under this Agreement is or in effect, Service Provider will not use or seek to use any the reasonable exercise of Xxxxxxxx'x Recipient’s rights under this Agreement; (c) treat Discloser’s Confidential Information for with the Contractor's same degree of care Recipient uses to protect Recipient’s own benefit or for the benefit confidential information but in no event with less than a reasonable degree of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x care; (d) reproduce Discloser’s Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request solely to the extent necessary to carry out Recipient’s rights or the termination of obligations under this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including with all documents, disks or other computer media or other materials in the Service Providersuch reproductions being considered Discloser’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve ; and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton (e) notify Discloser of any unauthorized disclosure or use of its Discloser’s Confidential Information by any person or entitypromptly upon becoming aware of such disclosure. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capabilityNotwithstanding the [***] survival period set forth above, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related that is identified by the Discloser as a “trade secret” when disclosed and provided it qualifies as a “trade secret” under applicable law, shall remain subject to obligations of confidentiality and non-use for so long as the ServicesDiscloser continues to treat such Confidential Information as a trade secret. When any electronic device with data storage capacity is taken out of service, Manufacturer agrees to treat all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing portions of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from Manufacturing Process that are Tectonic Technology as a trade secret if marked or identified by Tectonic as such deviceat the time of disclosure or within [***] thereafter.

Confidentiality Obligations. To Recipient shall not disclose any Confidential Information to any person except (a) authorized users of the extent Service Provider requires Thornton CyclePro product or users of any product of Recipient that uses Confidential Information only in the aggregated form, (b) to provide Service Provider its employees, officers, directors, representatives, advisers, counsel or agents (any such person, a "Representative" and the Recipient together with its reports and other data (“Confidential Information”Representatives, the "Recipient Entities") as may be available who have a need to Thornton and reasonably required for Service Provider to perform know the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance Purpose, (c) with the written consent of Services the Company, (d) to its applicable regulatory authorities, examiners (including self-regulatory authorities) and auditors or (e) pursuant to a subpoena, civil investigative demand (or similar process), order, statute, rule or other legal requirement, including the rules of any stock exchange on which Recipient's stock is traded. If the Recipient intends to disclose any Confidential Information pursuant to clause (e) above, Recipient will give the Company prompt written notice of such intent so that the Company may seek an appropriate order or other remedy protecting the Confidential Information from disclosure, and Recipient will reasonably cooperate with the Company to obtain such protective order or other remedy. In the event that a protective order or other remedy is not obtained or the Company waives its right to seek such an order or other remedy, Recipient may, without liability under this Agreement, Service Provider represents furnish only that portion of the following: All devicesConfidential Information which, such as copiers or fax machines in the opinion of the Recipient’s counsel, Recipient is legally required to disclose, provided that are not intended Recipient gives the Company written notice of the information to be a data storage devise for purposes disclosed as far in advance of performing the Services its disclosure as practicable and Recipient uses its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information. Recipient shall be routinely scrubbedresponsible for any actions taken by its Representatives in violation of this agreement. Recipient further agrees (i) to notify the Company promptly in writing of any use, either manually disclosure or automatically, to delete any misappropriation of the Confidential Information related in violation of this agreement which may come to Recipient’s attention and (ii) to cooperate with the Services. When any electronic device with data storage capacity is taken out of service, all Company in remedying such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing unauthorized use or disclosure or misappropriation of the device to insure no Confidential Information. Information will not be deemed Confidential Information belonging to Thornton could ever be retrieved from such deviceif it is or becomes available in the public domain on or after the date hereof (other than as a result of a disclosure by any Recipient Entity in breach of this agreement).

Confidentiality Obligations. To Each Party (the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential InformationReceiving Party”) as may be available acknowledges that in connection with this Agreement it will gain access to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x other Party (the “Disclosing Party”). As a condition to being furnished with Confidential Information, the Receiving Party agrees, during the Term and for five (5) years thereafter: (a) not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Agreement; and (b) to maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 6.2, not disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent; provided, however, the Receiving Party may disclose the Confidential Information to its Representatives who (i) have a “need to know” for purposes of the Receiving Party’s performance, or any other information Service Provider acquires or has access to because exercise of its provision of Services. At all times this Agreement is in effectrights with respect to such Confidential Information, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of under this Agreement, Service Provider will promptly return Xxxxxxxx’x (ii) have been apprised of this restriction; and (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Section 6, provided further that the Receiving Party shall be responsible for ensuring its Representatives’ compliance with, and shall be liable for any breach by its Representatives of, this Section 6. The Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own Confidential Information, to safeguard the Disclosing Party’s Confidential Information including from use or disclosure other than as permitted hereby. Without limiting the foregoing, the Parties agree that the Design Package, Company Technology, the P&G Technology and Company Equipment Rights all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x constitute Company Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To The Receiving Party shall hold the extent Service Provider requires Thornton Disclosing Party's Confidential Information in strictest confidence for five (5) years after receipt, using such measures as the Receiving Party uses to provide Service Provider with protect the confidentiality of its reports and other data (“own Confidential Information of like importance, but in no event using less than reasonable care. The Receiving Party shall not make any disclosure of such Confidential Information”, other than to its employees, consultants, agents and representatives on a need to know basis. This prohibition against disclosure includes a prohibition against disclosure by Kinetics to any Kinetics Affiliate, unless (1) as may Kinetics notifies Applied of a commercially reasonable need for such disclosure and (2) Kinetics obtains Applied's prior written consent to such disclosure, which consent will not be available unreasonably withheld, and (3) the Affiliate executes an Non-Disclosure Agreement (NDA) having confidentiality obligations at least equal to Thornton those of this Article 4. The Receiving Party shall inform each such employee, consultant, agent and reasonably required representative of the Receiving Party's confidentiality obligations under this Agreement, and shall be jointly and severally liable for Service Provider any breach of this Agreement by any such employee, consultant, agent or representative. The Receiving Party shall use the Confidential Information solely to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of activities contemplated by this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsthe GSA, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this and each DSA and Development Services Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used entered into by the Service Provider Parties pursuant to Section 3 hereof. Kinetics will not, without Applied's prior written consent: (i) use IP Rights contributed by Applied in connection with the performance sale to Applied's customers of Services pursuant Fluid Delivery Systems or Components, or (ii) sell to this Agreement, Service Provider represents the following: All devices, such as copiers Applied's customers Fluid Delivery Systems or fax machines that are not intended Components to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.which Applied contributed IP

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Teijin and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Radius shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of its obligations or the Contractor's own benefit exercise of its rights pursuant to this Agreement or for disclose the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or business or in any way adverse sublicensees who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 10) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 10. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To Customer agrees and warrants that the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will shall not disclose it to any third partybe distributed, take disclosed or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or disseminated in any way adverse or form to Xxxxxxxx'x interests. Xxxxxxxx'x anyone, except to Customer’s employees who have a need to know the Confidential Information is Xxxxxxxx'x exclusive propertywithin the frame of this Agreement and who are bound by confidentiality obligations at least as stringent as the ones provided for by this Agreement. Educational Institution Customer’s accounts shall be determined per each professor or research leader. Such Customer agrees and warrants that the Confidential Information shall not be distributed, thereforedisclosed or disseminated in any way or form to anyone, on Xxxxxxxx'x request except to its research staff or students who are involved in projects utilizing the termination of Confidential Information received under this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in who are bound by confidentiality obligations at least as stringent as the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After ones provided for by this Agreement terminatesand who have returned to IMEC a signed copy of the ‘Statement of Confidentiality’ set forth by Annex 1. By way of example only, Customer shall comply with and ensure compliance of his employees and students (to the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capabilityextend applicable) with, including in particular but not limited to, computers the following best practices: Markings on the Confidential Information indicating the confidential nature of the Confidential Information shall not be removed. Confidential Information shall not be transferred through a computer network without using state of the art encryption technologies. Confidential Information shall not be stored on or copied to any stand-alone media, e.g. flash-drives, CDs, DVDs, external hard drives, MP3 players, tapes, memory cards. Confidential Information shall not be stored on or copied to portable computers, by way of example only: laptops, netbooks, PDAs, smart phones Confidential Information will be stored password protected, using state of the art encryption in order to prevent access of any third parties and/or unauthorized personnel of Customer. Access logs for the Confidential Information shall be kept for at least five years from the day of access and copiers be made available to IMEC and/or TSMC for auditing purposes upon request. Confidential Information may only be stored on computer equipment owned by Customer. Hardcopies of Confidential Information shall be locked in drawers or closets at all times they are not being used by authorized personnel of Customer, Customer agrees and warrants that the Service Provider in connection with Confidential Information shall only be used for the performance purpose of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended preparing his product designs and to be a data storage devise able to have such designs prototyped and manufactured by TSMC utilizing the technology as specified in the submitted and approved “Request for purposes of performing the Services Access to TSMC 40nm Technology through EUROPRACTICE -IMEC”. The Confidential Information shall be routinely scrubbeddestroyed or returned to IMEC, either manually along with all copies in Customer’s possession, upon the effective date of the expiration of this Agreement or automaticallyupon IMEC’s or TSMC’s request, to delete any whichever occurs the first, together with a written certification by Customer that all of the Confidential Information stored in any kind of tangible or in-tangible form in Customer’s possession or under Customer’s control, and all related documentation and all copies thereof in whole or in part, are no longer in use by Customer and have been destroyed or returned to IMEC. Customer acknowledges the proprietary nature of TSMC’s technology. Therefore, Customer commits that, unless obtaining TSMC’s prior written consent and licenses, Customer shall never enter into any agreement with a manufacturer different from TSMC to have products incorporating the Confidential Information made. Customer shall also hold IMEC harmless from any damages, costs or losses, direct and/or indirect, resulting from any claim directed by TSMC towards IMEC related to the Services. When any electronic device with data storage capacity is taken out breach of serviceconfidentiality, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing unauthorized use of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceinformation and/or any breach of the provisions set forth by article 2.4 by Customer, its employees, research staff or students. Except as otherwise authorized by applicable law, Customer must not modify, disassemble, decompile or reverse engineer in any manner the Confidential Information.

Confidentiality Obligations. To Each party (the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”"Receiving Party") as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x that receives or otherwise obtains under this Agreement any Confidential Information secret of the other party (the "Disclosing Party") agrees to (a) keep the Disclosing Party's Confidential Information confidential and will not disclose it or make available any of the Disclosing Party's Confidential Information to any third party, take or misuse any party without the prior written consent of the Xxxxxxxx’x Disclosing Party (except in accordance with subclause (d) or subclause (e) in this Section 9.2 or in accordance with Section 9.4), (b) use the Disclosing Party's Confidential InformationInformation only as necessary to perform its obligations and exercise its rights under this Agreement, or any other information Service Provider acquires or has (c) use at least the same degree of care in keeping the Disclosing Party's Confidential Information confidential as it uses for its own Confidential Information of a similar nature (but in no event less than a reasonable degree of care), (d) limit access to because of the Disclosing Party's Confidential Information to its provision of Services. At all times this Agreement Subsidiaries (if ZiLOG is in effect, Service Provider will not use the Receiving Party) or seek Affiliates (if Maxim is the Receiving Party) and its authorized sublicensees who have a need to use any of Xxxxxxxx'x access or know such Confidential Information for the Contractorpurpose of exercising such Subsidiary's own benefit (if ZiLOG is the Receiving Party), Affiliate's (if Maxim is the Receiving Party) or for sublicensee's rights under this Agreement, provided that such Subsidiary (if ZiLOG is the benefit Receiving Party), Affiliate (if Maxim is the Receiving Party) or sublicensee (other than any customer or end user of any other person or business or either party) is bound in any way adverse writing to Xxxxxxxx'x interests. Xxxxxxxx'x confidentiality obligations at least as protective of the Disclosing Party's Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or as the termination confidentiality provisions of this Agreement, Service Provider will promptly return Xxxxxxxx’x and (e) limit access to the Disclosing Party's Confidential Information including all documentsto its employees, disks consultants and contractors who have a need to access or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x know such Confidential Information and will promptly advise Thornton for the purpose of any unauthorized disclosure or use the Receiving Party's exercise of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to rights under this Agreement, Service Provider represents provided that such employees, consultants and contractors are bound in writing to confidentiality obligations at least as protective of the following: All devicesDisclosing Party's Confidential Information as the confidentiality provisions of this Agreement. The parties acknowledge and agree that, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing this Agreement, the Services ZiLOG Exclusive Licensed Other IP and Technology shall be routinely scrubbeddeemed and treated as Confidential Information of Maxim obtained by ZiLOG under this Agreement. Except as otherwise expressly provided in this Agreement, either manually nothing in this Agreement is intended to grant to the Receiving Party any rights in or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceDisclosing Party.

Confidentiality Obligations. To Receiving Party shall not use the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required Disclosing Party’s Proprietary Information for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it any purpose unrelated to any third partyXxxxx Computing Agreement and shall limit disclosure of Proprietary Information to those of its employees, take or misuse any of officers, directors, contractors, agents, and consultants with a need to know the Xxxxxxxx’x Confidential Proprietary Information, or any other information Service Provider acquires or has access so long as each of them are, and remain, contractually bound to because the same obligation of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or confidentiality for the benefit of Disclosing Party as set forth herein. Receiving Party remains liable for any use or disclosure of any Proprietary Information in violation of this License Agreement. Each Party shall protect the other person or business or in any way adverse party’s Proprietary Information by using the same degree of care (but no less than a reasonable degree of care) that it uses to Xxxxxxxx'x interestsprotect its own Proprietary Information. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the The obligations imposed by this Article IX shall survive termination of this any Xxxxx Computing Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential and shall continue in full force and effect with respect to any Party’s Proprietary Information including all documentsfor so long as such Party continues to treat such Proprietary Information as a trade secret, disks or as proprietary or confidential information, as the case may be. Any provision hereof notwithstanding, the obligations imposed by this Article IX shall not apply to any Proprietary Information that: (a) is, or becomes, publicly known through no fault of the Receiving Party; (b) was developed independently by the Receiving Party prior to the date of disclosure; or (c) is rightfully obtained by the Receiving Party from a third-party entitled to disclose the information without breach of these terms, any Xxxxx Computing Agreement, or other computer media violation of an obligation of confidentiality or nondisclosure. Receiving Party may also disclose Proprietary Information to the extent required by law and a court or other materials governmental authority of competent jurisdiction, provided that, if legally permitted, Receiving Party promptly notifies Disclosing Party of the disclosure requirement in advance and cooperates with Disclosing Party (at the Service Providerlatter’s possession expense and at its request) to resist or control containing any of Xxxxxxxx’x Confidential Informationlimit the disclosure. After this Agreement terminatesWithout limiting the foregoing, the Service Provider will preserve and not Customer shall not, without Xxxxx Computing’s prior written consent, disclose directly or indirectly to any third third-party Xxxxxxxx'x Confidential Information and will promptly advise Thornton the results of any unauthorized disclosure benchmark or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by other performance tests run on the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceProducts.

Confidentiality Obligations. To Each Party for itself and on behalf of its Affiliates and Representatives (the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential InformationReceiving Party”) as may be available acknowledges that in connection with this Agreement it will gain access to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x other Party (the “Disclosing Party”). As a condition to being provided with Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effectthe Receiving Party shall, Service Provider will during the Term: (a) not use or seek the Disclosing Party’s Confidential Information other than as strictly necessary to use any of Xxxxxxxx'x exercise its rights and perform its obligations under this Agreement; and (b) maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 11.2, not disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, provided, however, the Receiving Party may disclose the Confidential Information to its Representatives who: (i) have a need to know the Confidential Information for purposes of the Contractor's Receiving Party’s performance, or exercise of its rights concerning the Confidential Information, under this Agreement; (ii) have been apprised of this restriction; and (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Section 11.1, provided further that the Receiving Party shall be responsible for ensuring its Representatives’ compliance with, and shall be liable for any breach by its Representatives of, this Section 11.1. The Receiving Party shall use reasonable care, at least as protective as the efforts it uses for its own benefit or for confidential information, to safeguard the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Disclosing Party’s Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request from use or the disclosure other than as permitted hereby. Upon any expiration or other termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x each Party’s obligations with respect to Confidential Information including all documentsreceived prior to such expiration or termination shall continue for a period of three (3) years after the date of termination; provided, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminateshowever, the Service Provider will preserve and not disclose directly or indirectly that with respect to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton comprising a trade secret of any unauthorized disclosure the Disclosing Party or use of its Affiliates, such obligations shall continue for as long as such Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such qualifies as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicetrade secret under applicable law.

Confidentiality Obligations. To The Receiving Party shall hold the extent Service Provider requires Thornton Disclosing Party's Confidential Information in strictest confidence for * years after receipt, using such measures as the Receiving Party uses to provide Service Provider with protect the confidentiality of its reports and other data (“own Confidential Information of like importance, but in no event using less than reasonable care. The Receiving Party shall not make any disclosure of such Confidential Information”, other than to its employees, consultants, agents and representatives on a need to know basis. This prohibition against disclosure includes a prohibition against disclosure by Kinetics to any Kinetics Affiliate, unless (1) as may Kinetics notifies Applied of a commercially reasonable need for such disclosure and (2) Kinetics obtains Applied's prior written consent to such disclosure, which consent will not be available unreasonably withheld, and (3) the Affiliate executes an Non-Disclosure Agreement (NDA) having confidentiality obligations at least equal to Thornton those of this Article 4. The Receiving Party shall inform each such employee, consultant, agent and reasonably required representative of the Receiving Party's confidentiality obligations under this Agreement, and shall be jointly and severally liable for Service Provider any breach of this Agreement by any such employee, consultant, agent or representative. The Receiving Party shall use the Confidential Information solely to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of activities contemplated by this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsthe GSA, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this and each DSA and Development Services Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used entered into by the Service Provider Parties pursuant to Section 3 hereof. Kinetics will not, without Applied's prior written consent: (i) use IP Rights contributed by Applied in connection with the performance sale to Applied's customers of Services pursuant Fluid Delivery Systems or Components, or (ii) sell to this Agreement, Service Provider represents the following: All devices, such as copiers Applied's customers Fluid Delivery Systems or fax machines that are not intended Components to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.which Applied contributed IP

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Pfizer and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Auxilium shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or business or in any way adverse sublicensees who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 12) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 12. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. (a) During the Term and for a period of three years thereafter, each Party receiving Confidential Information (a “Receiving Party”) will maintain in confidence all Confidential Information disclosed to it by any other Party (a “Disclosing Party”). Notwithstanding the foregoing, but subject to Section 7.2, each of the Party’s respective obligations of confidentiality with respect to another Party’s Trade Secrets, including the Specifications, will be perpetual. No Party will use, disclose or grant the use of such Confidential Information except as expressly authorized by this Agreement. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement that disclosure is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of authorized by this Agreement, Service Provider the Receiving Party must inform its employees, CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX AMERICAN INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. representatives and contracting parties to whom disclosure is to be made of this ARTICLE 7, and instruct such Persons to hold in confidence and not make use of such information for any purpose other than those purposes permitted by this Agreement. Each Receiving Party will promptly return Xxxxxxxx’x Confidential Information including all documentsuse at least the same standard of care (but not less than a reasonable standard of care) as it uses to protect its own proprietary and Trade Secret information to ensure that such employees, disks representatives and contracting parties do not disclose or other computer media or other materials in the Service Provider’s possession or control containing make any unauthorized use of Xxxxxxxx’x such Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and Each Receiving Party will promptly advise Thornton notify the other upon discovery of any unauthorized use or disclosure or use of its Confidential Information. The Receiving Party will be responsible to the Disclosing Party for any loss of Confidential Information of the Disclosing Party or breach of the provisions of this Section 7.1 by any person employee, representative or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing contracting party of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceReceiving Party.

Confidentiality Obligations. To Each Party agrees to use the Confidential Information of the other Party solely to accomplish the purposes of this Agreement and, except in connection with such purposes or as otherwise permitted herein, not to disclose such information to any other Person without the prior written consent of the other Party. Notwithstanding the foregoing, BNY Mellon may: (a) use Customer’s Confidential Information in connection with certain functions performed on a centralized basis by BNY Mellon, its Affiliates and joint ventures and their reasonably selected service providers (including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation and analysis of customer-related data and storage); (b) disclose such information to its Affiliates and joint ventures and to its and their reasonably selected service providers who are subject to confidentiality obligations and (c) store the names and business contact information of Customer’s employees and representatives relating to this Agreement on the systems or in the records of its Affiliates and joint ventures and its and their service providers. In addition, BNY Mellon may aggregate information regarding Customer and the Accounts on an anonymized basis with other similar client data for BNY Mellon’s and its Affiliates’ reporting, research, product development and distribution, and marketing purposes. BNY Mellon will be liable for a breach of this Section 16.1 by a BNY Mellon Affiliate to the extent Service Provider requires Thornton that BNY Mellon would itself have been liable for such disclosure pursuant to provide Service Provider with the terms of this Agreement. BNY Mellon will use reasonable efforts to enforce the confidentiality obligations imposed on its reports service providers and other data joint ventures as referenced in sub-item (“Confidential Information”b) as may be available to Thornton and reasonably required for Service Provider to perform of this Section 16.1. In the Services, Service Provider will keep Xxxxxxxx’x event a party’s Confidential Information secret and will not disclose it is disclosed other than pursuant to any the terms of this Agreement as a result of inappropriate action by a third party, take or misuse any at the request and expense of the Xxxxxxxx’x party whose Confidential Information, or any Information was disclosed the other information Service Provider acquires or has access party will provide reasonable assistance to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or the party whose Confidential Information was disclosed with respect to claims that the party whose confidential Information was disclosed may seek to use any bring against the third party; for clarity, this sentence does not apply to disclosures of Xxxxxxxx'x Confidential Information for which the Contractor's own benefit or for party other than the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x party whose Confidential Information was disclosed is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or liable pursuant to the termination terms of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To During the extent Service Provider requires Thornton Term of this Agreement and for a period of [**] years thereafter, each Party shall treat as confidential all Confidential Information of the other Party, shall not use such Confidential Information except as set forth in this Agreement, and shall not disclose, directly or indirectly, such Confidential Information to provide Service Provider any Third Party except as expressly provided for herein. Without limiting the foregoing, each of the Parties shall use at least the same degree of care which it uses to prevent the disclosure of its own Confidential Information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement. Each Party shall disclose Confidential Information of the other Party only to its directors, officers, employees, consultants and advisors and those of its Affiliates who, in such Party's sole discretion, have a need to know such information in order for such Party to carry out the activities and transactions contemplated by this Agreement, and shall ensure that such Persons comply with its reports the restrictions on use and disclosure set forth in this Article 7. Each Party shall promptly notify the other data (“Party of any misuse or unauthorized disclosure of the other Party's Confidential Information”) as may be available . With respect to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it pertaining to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination subject matter of this Agreement, Service Provider the confidentiality provisions hereof will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in govern and supersede as of the Service Provider’s possession or control containing Execution Date any of Xxxxxxxx’x confidentiality provisions under prior agreements between the Parties with respect to such Confidential Information. After this Agreement terminatesFor the avoidance of doubt, the Service Provider will preserve confidentiality agreements between Frazier Xxxxxxxare VI, LP and Cadence Pharmaceuticals, Inc. and ALZA, dated February 10, 2009, shall remain in effect and shall not disclose directly or indirectly be superseded by the confidentiality provisions contained herein. This Section 7.1 shall not prohibit Incline from publishing papers containing information related to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or Incline's use of its Confidential Information the Licensed Know-How owned by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capabilityALZA as permitted under Section 2.1.1, including but not limited tooral presentations and abstracts, computers in scientific and copiers used by the Service Provider in connection with the performance of Services pursuant medical journals, publications, meetings and conferences, provided however, that Incline files a patent application to this Agreement, Service Provider represents the following: All devices, protect any patentable subject matter prior to such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicepublication.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data The parties acknowledge that each party (“Confidential Information”in this capacity, a "Disclosing Party") as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider has disclosed or will keep Xxxxxxxx’x disclose certain Confidential Information secret to the other party (in this capacity, a "Receiving Party"). The Receiving Party acknowledges the confidential and will proprietary nature of the Confidential Information of the Disclosing Party and agrees not to reveal or disclose it any Confidential Information of the Disclosing Party for any purpose to any third party, take or misuse any of the Xxxxxxxx’x Confidential Informationother person, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information of the Disclosing Party for any purpose other than as contemplated under this Agreement, in each case, without the Contractor's prior written consent of the Disclosing Party. The Receiving Party agrees to maintain adequate security procedures and take reasonable precautions (no less rigorous than what the Receiving Party takes with respect to its own benefit comparable Confidential Information) to prevent misuse, unauthorized or for inadvertent disclosure or loss of the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive propertyof the Disclosing Party. For purposes hereof, therefore"Confidential Information" means any information, on Xxxxxxxx'x request oral or written, relating to or disclosed in the termination course of the performance of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information that is not generally known to the public or in the trade and is or should be reasonably understood to be confidential or proprietary to the Disclosing Party, including all documentswithout limitation, disks compilations, data, studies or other computer media documents incorporating or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x developed from Confidential Information. After this Agreement terminates, the Service Provider will preserve "Confidential Information" of Xxxxxx Xxxxxxx includes all software and not disclose directly data accessed by eBenX hereunder and access codes or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic other security devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with such access. "Confidential Information" does not include information that: (a) is, or becomes, known to the performance Receiving Party by lawful means; (b) is generally available to the public through no act or omission by the Receiving Party; (c) is developed by Receiving Party independent of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related it receives from the Disclosing Party; or (d) is obtained by the Receiving Party from a Third Party free to the Services. When make such a disclosure without breach of any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicelegal obligation.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with Each Party or third party whose Confidential Information has been disclosed retains ownership of its reports and other data (“Confidential Information”. Each Party agrees to (i) as may be available to Thornton and reasonably required for Service Provider to perform protect the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and will confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party's choice, all of the Disclosing Party's Confidential Information. Notwithstanding the foregoing, CGC shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party's obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose it to any person any Confidential Information received from the Disclosing Party without the Disclosing Party's prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third partyparty to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a "trade secret" under applicable law, take these confidentiality obligations will expire three (3) years after the termination or misuse any expiration of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of ServicesAgreement. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x For Confidential Information for that constitutes a "trade secret" under applicable law, these confidentiality obligations will continue until such information ceases to constitute a "trade secret" under such applicable law. However, the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Receiving Party may disclose Confidential Information is Xxxxxxxx'x exclusive propertypursuant to an order of a court or governmental agency, thereforeprovided, on Xxxxxxxx'x request or that, if permitted by applicable law, the termination Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsCustomer authorizes CGC to collect, disks use, disclose, and modify in perpetuity information or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesdata (including, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers general usage information and copiers used measurements) that is provided by the Service Provider Customer in connection with the performance use or receipt of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers Products (or fax machines that are not intended to be a data storage devise generated or created in the course of CGC providing the Products) for the purposes of performing developing, improving, optimizing, and delivering Products; provided, however, that any disclosure of such data shall only include information or data that CGC develops or derives from such collected data or information (but such disclosure will not include the Services shall be routinely scrubbed, either manually or automatically, to delete any actual underlying Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceCustomer).

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Innocoll and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will EUSA shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose received from the other Party with the same degree of care it to any third party, take or misuse any maintains the confidentiality of the Xxxxxxxx’x its own Confidential Information, or any other information Service Provider acquires or has access to because but in no event less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ or business permitted sub-licensees, directors, officers, managers, employees, independent contractors, agents or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x that prior to a Receiving Party disclosing Confidential Information to its Affiliates or other Third Parties as permitted hereunder, a Receiving Party shall advise any of its and its Affiliates’ or permitted sublicensees’ directors, officers, managers, employees, Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ] independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 10) that all such directors, officers, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media containing or other materials embodying Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one (1) copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes (and will cause its Affiliates and other Third Parties to which it disclosed Confidential Information to do the same). After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 10. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with Each Party or third party whose Confidential Information has been disclosed retains ownership of its reports and other data (“Confidential Information”. Each Party agrees to (i) as may be available to Thornton and reasonably required for Service Provider to perform protect the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and will confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party's choice, all of the Disclosing Party's Confidential Information. Notwithstanding the foregoing, <Kindly enter Company name>. shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party's obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose it to any person any Confidential Information received from the Disclosing Party without the Disclosing Party's prior written consent. The Receiving Party will be responsible for any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any third partyparty to whom it discloses Confidential Information in accordance with this Section 5 (Confidentiality). For Confidential Information that does not constitute a "trade secret" under applicable law, take these confidentiality obligations will expire three (3) years after the termination or misuse any expiration of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of ServicesAgreement. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x For Confidential Information for that constitutes a "trade secret" under applicable law, these confidentiality obligations will continue until such information ceases to constitute a "trade secret" under such applicable law. However, the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Receiving Party may disclose Confidential Information is Xxxxxxxx'x exclusive propertypursuant to an order of a court or governmental agency, thereforeprovided, on Xxxxxxxx'x request or that, if permitted by applicable law, the termination Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsCustomer authorizes <Kindly enter Company name>. to collect, disks use, disclose, and modify in perpetuity information or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesdata (including, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers general usage information and copiers used measurements) that is provided by the Service Provider Customer in connection with the performance use or receipt of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers Products (or fax machines that are not intended to be a data storage devise generated or created in the course of <Kindly enter Company name>. providing the Products) for the purposes of performing developing, improving, optimizing, and delivering Products; provided, however, that any disclosure of such data shall only include information or data that <Kindly enter Company name>. develops or derives from such collected data or information (but such disclosure will not include the Services shall be routinely scrubbed, either manually or automatically, to delete any actual underlying Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceCustomer).

Confidentiality Obligations. To The receiving Party will: (i) hold the disclosing Party’s Confidential Information in confidence and use reasonable care to protect the same during the term of this agreement and for a period of five (5) years thereafter, and in the case of Confidential Information that constitutes a trade secret under applicable law for as long as such Confidential Information remains a trade secret; (ii) restrict disclosure of such Confidential Information to those of its employees or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of confidential information, which is substantially similar to those of this Agreement and which would extend to the disclosing Party's Confidential Information; (iii) use such Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth herein. The restrictions will not apply to Confidential Information to the extent Service Provider requires Thornton to provide Service Provider with its reports and other data it (“Confidential Information”i) as may be is, or through no fault of the recipient has become, generally available to Thornton and reasonably required for Service Provider the public; (ii) was lawfully received by the receiving Party from a third Party without such restrictions; (iv) was known to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it receiving Party without such restrictions prior to any third party, take receipt from the disclosing Party; (v) was independently developed by the receiving Party without breach of this Agreement or misuse any access to or use of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After The recipient may disclose Confidential Information to the extent the disclosure is required by law, regulation, or judicial order, provided that the receiving Party will provide to the disclosing Party prompt notice, where permitted, of such order and will take reasonable steps to contest or limit the steps of any required disclosure. The Parties agree that any material breach of this Agreement terminates, the Service Provider Section will preserve cause irreparable injury and not disclose directly that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or indirectly continuing breach of this Section in addition to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related other relief to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will applicable Party may be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceentitled.

Confidentiality Obligations. To Any party to this Agreement (the extent Service Provider requires Thornton “Disclosing Party”) may from time to provide Service Provider with its reports and time disclose Confidential Information to the other data party to this agreement (each a “Recipient”). “Confidential Information”) as may be available ” is all nonpublic information concerning the unpatented intellectual property (and any and all rights therein or applications thereof), product specifications, any and all know-how, methods and processes with respect to Thornton products and reasonably required for Service Provider marketing plans and marketing strategies and general market data of the Disclosing Party which is conveyed to perform the ServicesRecipient orally or in tangible form. Recipient shall keep in confidence and trust and shall not disclose or disseminate, Service Provider will keep Xxxxxxxx’x or permit any employee, agent or other person working under Recipient’s direction to disclose or disseminate, the existence, source, content or substance of any Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interestsentity. Xxxxxxxx'x Recipient shall use Confidential Information of the Disclosing Party only as necessary for the performance of the Agreements; provided, however, a Recipient may disclose Confidential Information to one or more potential financing sources upon the prior written consent of the Disclosing Party which consent shall not be unreasonably withheld or delayed. Recipient shall employ at least the same methods and degree of care, but no less than a reasonable degree of care, to prevent disclosure of the Confidential Information as Recipient employs with respect to its own confidential trade secrets and proprietary information. Recipient’s employees and independent contractors shall be given access to the Confidential Information only on a need-to-know basis, and only if they have executed a form of non-disclosure agreement with Recipient which imposes a duty to maintain the confidentiality of the Confidential Information that is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or at least as restrictive as the termination terms of this AgreementSection 5. The commitments in this Section 5 shall not impose any obligations on Recipient with respect to any portion of the received information which: (i) is now generally known by or available to the public or which hereafter, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsthrough no act or failure to act on the part of Recipient, disks becomes generally known or other computer media or other materials available in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly public domain; (ii) is furnished to any Recipient by a third party Xxxxxxxx'x Confidential Information without restriction on disclosure and will promptly advise Thornton without a breach by such third party of any unauthorized disclosure confidentiality undertaking with respect thereto; or use (iii) is required to be disclosed by operation of its Confidential Information law or by any person or entity. Service Provider is authorized by Thornton to retain copies an instrumentality of its documents at Service Provider expense. In regards to any electronic devices with data storage capabilitythe government, including but not limited toto any court, computers and copiers used tribunal or administrative agency; provided that, in the case of any disclosure required by court order, the Service Provider in connection with Recipient shall give the performance of Services pursuant Disclosing Party as much advance notice as is reasonably practicable under the circumstances so as to this Agreement, Service Provider represents permit the following: All devices, such as copiers or fax machines that are not intended Disclosing Party to be seek a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceprotective order.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with Each Party or third party whose Confidential Information has been disclosed retains ownership of its reports and other data (“Confidential Information”. Each Party agrees to (i) as may be available to Thornton and reasonably required for Service Provider to perform protect the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and will confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose it to any third party, take or misuse person any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for the Contractor's own benefit or for the benefit any breach of this Section 13 (Confidentiality) by its Affiliates, employees, contractors, and agents and any other person or business or in any way adverse third party to Xxxxxxxx'x interests. Xxxxxxxx'x whom it discloses Confidential Information is Xxxxxxxx'x exclusive propertyin accordance with this Section 13 (Confidentiality). Notwithstanding the foregoing, thereforethe Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, on Xxxxxxxx'x request or provided, that, if permitted by applicable law, the termination Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsCustomer authorizes AVEVA to collect, disks use, disclose, and modify in perpetuity information or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesdata (including, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers general usage information and copiers used measurements) that is provided by the Service Provider Customer in connection with the performance use or receipt of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers Products (or fax machines that are not intended to be a data storage devise generated or created in the course of AVEVA providing the Products) for the purposes of performing developing, improving, optimizing, and delivering Products; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the Services shall be routinely scrubbed, either manually or automatically, to delete any actual underlying Confidential Information related to the Servicesof Customer). When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device13.2. 保密義務。已披露保密資訊的任意一方或協力廠商保留對其保密資訊的所有權。任意一方同意（I）以與保護其專有和保密材料相同的方式保護從披露方收到的保密資訊，但在任何情況下都不得低於合理謹慎的程度；（II）僅為協定之目的使用從披露方收到的保密資訊。在協議終止或披露方提交書面請求時（以在先者為准），接收方應當，根據披露方的選擇，將披露方的所有保密資訊退回或銷毀。儘管有上述規定，如果歸還或銷毀任何此類機密資訊不可行或在技術上不可行，則 AVEVA 無需歸還或銷毀此類機密資訊。除了需要瞭解保密資訊以支援一方履行其與本協議相關的義務的關聯公司、員工、承包商或代理商，且該等人士已在合同上受到至少與本協定所含內容一樣嚴格的保密義務限制，未經披露方事先書面同意，任何一方不得向任何人披露從披露方收到的任何保密資訊。接收方將對其關聯公司、員工、承包商和代理商以及根據第 13 節（保密）向其披露保密資訊的任何協力廠商違反本第 13 條（保密）的行為負責。儘管有上述規定，接收方可以根據法院或政府機關的命令披露保密資訊，但條件是，如果適用法律允許，接收方應首先將該命令通知披露方並向披露方提供尋求與該披露有關的保護令的機會。儘管本協定中有相反規定，客戶授權 AVEVA 收集、使用、披露和修改客戶所提供的產品相關永久性資訊或資料（包括但不限於一般使用資訊和度量），旨在開發、改進、優化和交付產品而使用或接收產品（或在 AVEVA 提供產品過程中生成或創建的產品），但前提是披露任何該等資料應僅包括資訊或 AVEVA 從收集相關資料或資訊中開發或衍生的資料（但相關披露將不包括客戶基本實際機密資訊）。 13.3.

Confidentiality Obligations. To For a period of three (3) years from the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination Effective Date of this Agreement, Service Provider will promptly return Xxxxxxxx’x each Party agrees that the Background Confidential Information including all documentsreceived from the disclosing Party under this Agreement, disks whether written or other computer media oral, shall: (a) be held in strict confidence and that the receiving Party will exercise at least the same degree of care to safeguard the confidentiality thereof as it would exercise to safeguard the confidentiality of its own confidential information of like nature, but in no event less than reasonable care; (b) not be disclosed, provided or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly made available to any third party Xxxxxxxx'x (excluding a Party’s Affiliates) without the disclosing Party’s prior written permission; (c) not be used except in accordance of the furtherance of the Project; and (d) be returned to the disclosing Party or destroyed by the receiving Party upon demand or within thirty (30) days after termination of this Agreement (collectively, the “Confidentiality Obligations”). (e) Notwithstanding the foregoing, a receiving Party shall not be required to immediately destroy any computer records or files containing such Background Confidential Information created pursuant to automatic archiving or back-up procedures on electronic storage systems and will promptly advise Thornton of any unauthorized disclosure or use of its which cannot reasonably be deleted, provided that (1) said receiving Party shall cause all Background Confidential Information by any person or entity. Service Provider is authorized by Thornton contained in such electronic storage systems to retain copies be overwritten in the ordinary course of its documents at Service Provider expense. In regards reuse, and (2) the confidentiality terms and conditions of this Agreement shall remain in full force and effect with respect to any such Background Confidential Information for so long as such Background Confidential Information remains on such electronic devices with data storage capabilitysystems. Additionally, including but nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain. (f) Special Non-Disclosure of Hyzon Components. Hyliion expressly agrees that it shall not limited toopenly exhibit, computers and copiers used by advertise, or otherwise expose, whether live, over media, or via any other means, the Service Provider Hyzon components in connection with the performance of Services pursuant Product to this Agreement, Service Provider represents any third party prior to the following: All devices, ACT Expo 2023 unless such as copiers or fax machines third party has signed a non-disclosure agreement containing restrictions that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Servicesno less rigorous that those contained in this Section 3.3. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device3.4.

Confidentiality Obligations. To The Receiving Party agrees not to use the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, Disclosing Party for any purposes except as necessary to fulfill its obligations or any other information Service Provider acquires or has access exercise its rights under this Partner Agreement. The Receiving Party agrees not to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x disclose the Confidential Information for of the Contractor's own benefit or for the benefit of any other person or business or in any way adverse Disclosing Party to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton , except for (i) its employees and consultants who are required to retain copies of its documents at Service Provider expense. In regards have access to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider Confidential Information in connection with the exercise of its rights and performance of Services pursuant to its obligations under this Partner Agreement, Service Provider represents (ii) actual or potential investors, acquirers and lenders, and (iii) professional advisers; provided that such employees and consultants, investors, acquirers and lenders are bound by written Partner Agreements or, in the following: All devicescase of professional advisers, such advisers are bound by ethical duties and with respect to clauses (ii) and (iii), such disclosure is limited solely to the terms of this Partner Agreement, in each case respecting such Confidential Information in accordance with the terms of this Section 8. The Receiving Party agrees that it shall treat the Disclosing Party's Confidential Information with the same degree of care as copiers it accords to its own similar Confidential Information, provided that in no event shall the Receiving Party exercise less than reasonable care. The Receiving Party agrees to promptly advise the Disclosing Party in writing of any misappropriation or fax machines that misuse by any person of the Disclosing Party's Confidential Information of which the Receiving Party may become aware. Upon termination or expiration of this Partner Agreement or upon the Disclosing Party's request, any materials or Confidential Information of Disclosing Party which are not intended furnished to be a data storage devise for purposes of performing the Services shall be routinely scrubbedReceiving Party, and all copies thereof will, at the Disclosing Party's option, either manually be: (a) promptly returned to the Disclosing Party; or automatically, (b) destroyed by the Receiving Party (with the Receiving Party providing written certification of such destruction). If the Receiving Party is compelled by Law to delete any disclose Confidential Information related of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the Services. When any electronic device with data storage capacity is taken out of serviceextent legally permitted) and reasonable assistance, all such devises will be securely scrubbed of all data related at Disclosing Party's cost, if the Disclosing Party wishes to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of contest the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicedisclosure.

Confidentiality Obligations. To Each of Unigene and Xxxxx agree that during the Term and for *** thereafter, it shall keep confidential, and shall cause its employees, consultants, Affiliates, agents, subcontractors, and sublicensees to keep confidential, all Confidential Information of the other Party. Unigene further agrees that neither Unigene nor its Affiliates shall disclose to any Third Party any Confidential Information of Unigene relating to the Licensed Products or the data or results from any clinical study, the subject of which is a Licensed Product, without first obtaining from such Third Party obligations of confidentiality substantially the same as those set forth in this ARTICLE V, with such changes as may commercially reasonable under the circumstances, provided that the foregoing shall not be deemed to require Unigene to amend the terms of any of Unigene’s existing agreements with Third Parties, and Unigene may disclose its Confidential Information to such Third Parties under the terms of such agreements without violating the requirements set forth in this sentence, including under the terms of the VPC Financing Agreement. Neither Unigene nor Xxxxx nor any of their employees, consultants, Affiliates, agents, subcontractors, or sublicensees shall use Confidential Information of the other Party for any purpose whatsoever other than to exercise any rights granted to it or reserved by it hereunder or to carry out its responsibilities hereunder. Without limiting the foregoing but subject to Section 5.2, Section 5.3 and Section 5.4 below, each Party may disclose information to the extent Service Provider requires Thornton such disclosure is reasonably necessary to provide Service Provider (a) file and prosecute patent applications and/or maintain patents which are filed or prosecuted in accordance with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination provisions of this Agreement, Service Provider will promptly return Xxxxxxxx’x (b) file, prosecute or defend litigation in accordance with the provisions of this Agreement, or (c) comply with applicable laws, regulations or court orders or the requirements of the U.S. Securities and Exchange Commission (“SEC”) or any nationally recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities listed or traded; provided, however, that if a Party is required to make any such disclosure of the other Party’s Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with any of the performance foregoing, it shall give reasonable advance notice to the other Party of Services pursuant such disclosure requirement and shall use reasonable efforts to this assist such other Party in efforts to secure confidential treatment of such information required to be disclosed. Notwithstanding anything to the contrary herein, Unigene shall have the right to disclose Xxxxx Confidential Information to the Lending Parties solely for use by the Lending Parties and solely to the extent necessary to protect their interests under the VPC Financing Agreement, Service Provider represents provided that (i) the following: All devices, Lending Parties shall agree in writing with Unigene to maintain the confidentiality of such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Xxxxx Confidential Information related on terms substantially the same as those set forth in this ARTICLE V prior to the Services. When any electronic device with data storage capacity is taken out delivery of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Xxxxx Confidential Information belonging to Thornton could ever be retrieved from the Lending Parties, (ii) Xxxxx is a third party beneficiary of such devicewritten agreement between the Lending Parties and Unigene and (iii) Unigene provides Xxxxx with prior written notice of any such disclosure of Xxxxx Confidential Information to the Lending Parties.

Confidentiality Obligations. To As between the extent Service Provider requires Thornton Parties, all Confidential Information remains the property of the Discloser. Recipient will: (a) treat as confidential, and protect the Confidential Information of the Discloser from all unauthorized use, disclosure, copying, dissemination or distribution; (b) use such Confidential Information solely for the purposes of this Agreement; (c) not disclose, deliver, distribute, display, demonstrate or otherwise make available such Confidential Information to provide Service Provider with its reports any employees or other Persons, except those employees and other data contractors of Recipient (“Confidential InformationRepresentatives”) as may be available who (i) need to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x know such Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbedRecipient’s obligations under this Agreement, either manually or automatically(ii) have been informed that such Confidential Information belongs to the Discloser, and (iii) have agreed, in a written agreement, to delete any maintain the confidentiality thereof; (d) promptly return and/or destroy all such Confidential Information related upon the earlier of Discloser’s request or the expiration or termination of this Agreement (and if such return is impossible as to any portion of the Confidential Information, then Recipient will promptly permanently destroy such Confidential Information and certify to Discloser that all such Confidential Information, including all copies thereof, has been completely and permanently destroyed); (e) immediately notify Discloser upon discovery of any loss or unauthorized use, disclosure, copying, dissemination or distribution of any such Confidential Information and use all reasonable efforts to retrieve such Confidential Information; (f) not reverse engineer or analyze such Confidential Information (except as permitted by law); and, (g) will not remove or obscure markings (if any) on Confidential Information indicating its proprietary or confidential nature. If any Representative uses, discloses, copies, disseminates or distributes Confidential Information other than as authorized in this Agreement, Recipient will be liable to Discloser for such use, disclosure, copying, dissemination or distribution to the Services. When any electronic device with data storage capacity is taken out of servicesame extent that it would have been had the Recipient used, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no disclosed, copied, disseminated or distributed that Confidential Information belonging to Thornton could ever be retrieved from such deviceInformation.

Confidentiality Obligations. Recipient agrees that it will use all Confidential Information solely for the purpose for which it was provided, as stated above, and for no other purpose, and that it will hold all Confidential Information in the strictest confidence, taking all reasonable or necessary measures to protect the Confidential Information including at least such measures that it takes to protect its own confidential information of similar nature (but in no event less than a commercially reasonable standard of care), and higher measures if appropriate or required hereby. To that end, Recipient will keep all Confidential Information in a secure place; take all necessary measures to prevent unauthorized access, use, reproduction or disclosure thereof including following Disclosing Party’s instructions with respect thereto (if any); and limit access to the extent Service Provider requires Thornton Confidential Information only to those Representatives necessary a) in order for Recipient to consider or carry out the Purpose or b) to provide Service Provider with its reports and other data related services (“Confidential Information”e.g., an audit). Any Representatives (as defined below) as may who are to be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x provided Disclosing Party's Confidential Information secret by Recipient, will be required by Recipient to sign, at the foot of this Confidentiality Agreement, a statement indicating their agreement to be bound by the terms and conditions hereof. A breach by any such person will also be considered a breach by Recipient. Recipient will not alter or remove any confidentiality or proprietary rights marking on any document or object provided by Disclosing Party. In addition, Recipient will not disclose it to any third party, take or misuse any of otherwise reveal the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires portion, summary or description thereof, the fact that it has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x received such Confidential Information for or that it is engaged in discussions with Disclosing Party concerning the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive propertyPurpose, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x whatsoever (except to Representatives as permitted herein). Recipient will notify Disclosing Party immediately in the event it becomes aware that any of the Confidential Information and will promptly advise Thornton of any unauthorized disclosure is lost, stolen or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton inadvertently disclosed to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceothers.

Confidentiality Obligations. To Encore agrees that it shall, and it shall cause each Sublicensee to agree to, hold the extent Service Provider requires Thornton to provide Service Provider with its reports Licensed Materials and any other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret in confidence and will not to use the Licensed Materials except as expressly permitted under this Agreement. Encore and its Sublicensees shall not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x and shall protect and treat all Confidential Information so as to maintain its confidential status with the same degree of care as each uses to protect its own confidential information of like importance, but in no event less than reasonable care. Except as expressly permitted in Article III or for backup or archival purposes, Encore agrees, and shall cause its Sublicensees to agree, not to use, make or have made any copies of Confidential Information, in whole or in part, without the prior written authorization of Sun. Encore agrees, and shall cause its Sublicensees to agree, to disclose Confidential Information only to their respective employees who require access to the same for purposes of exercising the license rights granted under Article III of this Agreement. Encore agrees, and shall cause its Sublicensees to agree, to notify and inform such employees of the limitations, duties and obligations regarding use, access to and nondisclosure of Confidential Information and will promptly advise Thornton to obtain or have obtained their employees' agreements to comply with such limitations, duties and obligations. Encore agrees, and shall cause its Sublicensees to agree, to provide notice to Sun immediately after learning of or having reason to suspect a breach of any unauthorized disclosure of the proprietary restrictions set forth in this Article IV. In the event that Encore or use one of its Confidential Information by any person or entity. Service Provider Sublicensees is authorized by Thornton required to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete disclose any Confidential Information related pursuant to the Services. When any electronic device with data storage capacity is taken out of servicelaw, all such devises will be securely scrubbed of all data related Encore agrees, and shall cause its Sublicensees to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing agree, to first notify Sun of the device required disclosure with sufficient time to insure no seek relief, to cooperate with Sun in taking appropriate protective measures, and to make such disclosure in a fashion that maximizes protection and minimizes disclosure of Confidential Information belonging to Thornton could ever be retrieved from such deviceInformation. This Article IV will not affect any other confidential disclosure agreement between the parties.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of NovaDel and other data (“Confidential Information”) as may be available to Thornton ECR shall not disclose, and reasonably required for Service Provider to perform the Services, Service Provider will shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x other Party confidential with the same degree of care it employs to maintain the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in no event less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of, or in exercise of its rights under, this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents or business or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 5) that all such directors, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this ARTICLE 5. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with Each Party or third party whose Confidential Information has been disclosed retains ownership of its reports and other data (“Confidential Information”. Each Party agrees to (i) as may be available to Thornton and reasonably required for Service Provider to perform protect the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret received from the Disclosing Party in the same manner as it protects the confidentiality of its own proprietary and will confidential materials but in no event with less than reasonable care; and (ii) use the Confidential Information received from the Disclosing Party solely for the purpose of the Agreement. Upon termination of the Agreement or upon written request submitted by the Disclosing Party, whichever comes first, the Receiving Party shall return or destroy, at the Disclosing Party’s choice, all of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, AVEVA shall not be required to return or destroy any such Confidential Information if such return or destruction is impracticable or technically infeasible. Except with respect to its Affiliates, employees, contractors, or agents who need to know Confidential Information in order to support the performance of such Party’s obligations related to the Agreement, and who are contractually bound by confidentiality obligations that are at least as protective as those contained in the Agreement, neither Party shall, disclose it to any third party, take or misuse person any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information received from the Disclosing Party without the Disclosing Party’s prior written consent. The Receiving Party will be responsible for the Contractor's own benefit or for the benefit any breach of this Section 5 (Confidentiality) by its Affiliates, employees, contractors, and agents and any other person or business or in any way adverse third party to Xxxxxxxx'x interests. Xxxxxxxx'x whom it discloses Confidential Information is Xxxxxxxx'x exclusive propertyin accordance with this Section 5 (Confidentiality). Notwithstanding the foregoing, thereforethe Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency, on Xxxxxxxx'x request or provided, that, if permitted by applicable law, the termination Receiving Party shall first notify the Disclosing Party of such order and afford the Disclosing Party the opportunity to seek a protective order relating to such disclosure. Notwithstanding anything to the contrary contained in this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documentsCustomer authorizes AVEVA to collect, disks use, disclose, and modify in perpetuity information or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesdata (including, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers general usage information and copiers used measurements) that is provided by the Service Provider Customer in connection with the performance use or receipt of the Products or Services pursuant to this Agreement, Service Provider represents (or generated or created in the following: All devices, such as copiers course of AVEVA providing the Products or fax machines that are not intended to be a data storage devise Services) for the purposes of performing developing, improving, optimizing, and delivering Products or Services; provided, however, that any disclosure of such data shall only include information or data that AVEVA develops or derives from such collected data or information (but such disclosure will not include the Services shall be routinely scrubbed, either manually or automatically, to delete any actual underlying Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceCustomer).

Confidentiality Obligations. To the extent Service Provider Vendor requires Thornton to provide Service Provider Vendor with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider Vendor to perform the Services, Service Provider Vendor will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider Vendor acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider Vendor will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider Vendor will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service ProviderVendor’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider Vendor will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider Vendor is authorized by Thornton to retain copies of its documents at Service Provider Vendor expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider Vendor in connection with the performance of Services pursuant to this Agreement, Service Provider Vendor represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Each Party shall keep Xxxxxxxx’x all Confidential Information secret and will not of the other Party with the same degree of care it maintains the confidentiality of its own information of a similar nature. Neither Party shall use Confidential Information of the other Party for any purpose other than in performance of its obligations or the exercise of its rights under this Agreement or disclose it the such Confidential Information or the terms of this Agreement to any third partyother Person other than to such of its and its Affiliates’ directors, take managers, employees, independent contractors, agents, suppliers, or misuse any consultants and others who have a need to know such Confidential Information or terms of this Agreement for the purposes of such Party’s performance of its obligations or exercise of its rights (including granting sublicenses and assigning the Agreement in accordance with the terms and conditions hereof) under this Agreement or such Party’s enforcement of its rights under this Agreement; provided, however, that the Party intending to disclose the Confidential Information of the Xxxxxxxx’x other Party or the terms of this Agreement shall advise any such Person who receives such Confidential Information or terms of this Agreement of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and such Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 8) that all such directors, managers, employees, independent contractors, agents, suppliers, consultants or others comply with such obligations as if they had been a Party hereto. Each Party shall be responsible for any breaches of this Agreement by its or its Affiliates’ directors, managers, employees, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. independent contractors, agents, suppliers, consultants or others to whom it discloses the other Party’s Confidential Information, or any except that each Party may keep one (1) copy of the Confidential Information of the other information Service Provider acquires or has access Party for the first Party’s archival purposes. Such archival copy shall be deemed to because be the property of its provision the Disclosing Party, and shall continue to be subject to the provisions of Servicesthis Article 8. At all times It is understood that receipt of Confidential Information under this Agreement is in effect, Service Provider will not use limit the Receiving Party from assigning its employees to any particular job or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or task in any way adverse it may choose, subject to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination terms and conditions of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To Each party acknowledges that in the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any course of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination performance of this Agreement, Service Provider will promptly return Xxxxxxxx’x it may obtain the Confidential Information including of the other party. The receiving party shall, at all documents, disks or other computer media or other materials in times both during the Service Provider’s possession or control containing any term of Xxxxxxxx’x Confidential Information. After this Agreement terminatesand thereafter, keep in confidence and trust all of the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x disclosing party’s Confidential Information and will promptly advise Thornton received by it. The receiving party shall not use the Confidential Information of any the disclosing party other than as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party shall take all steps to prevent unauthorized disclosure or use of its the disclosing party’s Confidential Information by and to prevent it from falling into the public domain or into the possession of unauthorized persons and will protect the confidentiality of the Confidential Information with the same degree of care as the receiving party uses for its own similar information, but not less than reasonable care. The receiving party shall not disclose Confidential Information of the disclosing party to any person or entityentity other than its officers, employees and consultants who need access to such Confidential Information in order to effect the intent of this Agreement and who have entered into written confidentiality agreements with the receiving party that protects the Confidential Information of the disclosing party. Service Provider is authorized Each party shall be responsible for any breach of confidentiality by Thornton its respective officer, employees and consultants. The receiving party shall immediately give notice to retain copies the disclosing party of any unauthorized use or disclosure of disclosing party’s Confidential Information. The receiving party agrees to assist the disclosing party in remedying such unauthorized use or disclosure of its documents at Service Provider expenseConfidential Information. In regards The foregoing confidentiality obligations will not apply to any electronic devices with data storage capability, including but not limited to, computers and copiers used information that (a) is rightfully known by the Service Provider in connection receiving party without restriction prior to disclosure, (b) was developed by the receiving party prior to disclosure or is subsequently developed independently and without reference to the disclosure, (c) is or becomes publicly available through no fault of the receiving party, (d) is rightfully received from a third party with no duty of confidentiality, (e) is disclosed by the receiving party with the performance discloser’s written approval or (f) is disclosed under operation of Services pursuant law (but only to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise extent and for the purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicelegal requirement).

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Innocoll and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will EUSA shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose received from the other Party with the same degree of care it to any third party, take or misuse any maintains the confidentiality of the Xxxxxxxx’x its own Confidential Information, or any other information Service Provider acquires or has access to because but in no event less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ or business permitted sub-licensees, directors, officers, managers, employees, Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ] independent contractors, agents or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that prior to a Receiving Party disclosing Confidential Information to its Affiliates or other Third Parties as permitted hereunder, a Receiving Party shall advise any of its and its Affiliates’ or permitted sublicensees’ directors, officers, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 10) that all such directors, officers, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media containing or other materials embodying Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one (1) copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes (and will cause its Affiliates and other Third Parties to which it disclosed Confidential Information to do the same). After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 10. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Each Party shall keep Xxxxxxxx’x all Confidential Information secret and will not of the other Party with the same degree of care it maintains the confidentiality of its own information of a similar nature. Neither Party shall use Confidential Information of the other Party for any purpose other than in performance of its obligations or the exercise of its rights under this Agreement or disclose it the such Confidential Information or the terms of this Agreement to any third partyother Person other than to such of its and its Affiliates’ directors, take managers, employees, independent contractors, agents, suppliers, or misuse any consultants and others who have a need to know such Confidential Information or terms of this Agreement for the purposes of such Party’s performance of its obligations or exercise of its rights (including granting sublicenses and assigning the Agreement in accordance with the terms and conditions hereof) under this Agreement or such Party’s enforcement of its rights under this Agreement; provided, however, that the Party intending to disclose the Confidential Information of the Xxxxxxxx’x other Party or the terms of this Agreement shall advise any such Person who receives such Confidential Information or terms of this Agreement of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and such Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 6) that all such directors, managers, employees, independent contractors, agents, suppliers, consultants or others comply with such obligations as if they had been a Party hereto. Each Party shall be responsible for any breaches of this Agreement by its or its Affiliates’ directors, managers, employees, independent contractors, agents, suppliers, consultants or others to whom it discloses the other Party’s Confidential Information, or any except that each Party may keep one (1) copy of the Confidential Information of the other information Service Provider acquires or has access Party for the first Party’s archival purposes. Such archival copy shall be deemed to because be the property of its provision the Disclosing Party, and shall continue to be subject to the provisions of Servicesthis Article 6. At all times It is understood that receipt of Confidential Information under this Agreement is in effect, Service Provider will not use limit the Receiving Party from assigning its employees to any particular job or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or task in any way adverse it may choose, subject to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination terms and conditions of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of UroGen and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will medac shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or business or in any way adverse sublicensees who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Section 15 -) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon expiration or termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including the Receiving Party shall destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party and shall continue to be subject to the provisions of this Section 15 -. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To ImmunoGen and Jazz each recognizes that the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Party’s Confidential Information secret constitutes highly valuable assets of such other Party. ImmunoGen and will Jazz each agrees that, subject to Section 8.1.2, during the Term and for an additional [***] years thereafter, (a) it shall not disclose disclose, and it shall cause its Affiliates and contractually obligate its Permitted Third Party Service Providers (and in the case of Jazz, it shall also contractually obligate its Sublicensees) not to disclose, any third party, take or misuse any Confidential Information of the Xxxxxxxx’x other Party and (b) it shall not use, and it shall cause its Affiliates and contractually obligate its Permitted Third Party Service Providers (and, in the case of Jazz, it shall also contractually obligate its Sublicensees) not to use, any Confidential InformationInformation of the other Party, or any in either case, except as expressly permitted hereunder. Without limiting the generality of the foregoing, each Party shall Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. take such action, and shall cause its Affiliates and contractually obligate its Permitted Third Party Service Providers (and, in the case of Jazz, it shall also contractually obligate its Sublicensees) to take such action, to preserve the confidentiality of the other information Service Provider acquires or has access Party’s Confidential Information as such Party would customarily take to because preserve the confidentiality of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x own Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or and shall, in any way adverse event, use at least reasonable care to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or preserve the termination confidentiality of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or the other computer media or other materials in the Service ProviderParty’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesIn addition, the Service Provider will ImmunoGen shall, and shall cause its Affiliates to, use adequate and diligent efforts, consistent with ImmunoGen’s past practices but no less than a reasonable degree of care, to preserve and protect the confidential nature of the Licensed Intellectual Property that is not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related specific to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceLicensed Product.

Confidentiality Obligations. To From and after the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform date hereof, each party hereto shall strictly maintain the Servicesconfidential nature of, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not make any public announcement or disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by for any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider purpose other than in connection with the performance Transaction without prior written consent of Services the other party, (a) any confidential information learned about the other or its Affiliates in the course of the Transaction, or (b) the existence or terms of, or information relating to, this Agreement (including the Purchase Price), the Related Agreements or any other documents signed at the Closing Date, unless and to the extent necessary to carry out the Transaction or as permitted by this Section 11.5. Each party shall be responsible for any breach of this Section 11.5 by its Affiliates, directors, officers, employees, agents or advisors. These restrictions on use and obligations of confidentiality will not apply to any information (i) to the extent the receiving party is required to disclose such information by law or applicable regulation, including any securities laws and regulations and the regulations of any securities exchange, or under court or government order (in which case no public announcement shall be made without prior consultation with the other party), (ii) then in the public domain by acts not attributable to such party, (iii) hereafter received by the receiving party from a third party source on an unrestricted basis, (iv) known to the receiving party prior to the date of disclosure hereunder except to the extent subject to a prior confidentiality agreement, or (v) necessary to enforce this Agreement provided that all reasonable steps are taken to limit the amount of disclosure. If the Closing occurs, Buyer shall be released from any obligations under this Section 11.5 with regard to the Assets and the Transaction. Seller shall not disclose any confidential information about the Assets before or after Closing without the prior written consent of Buyer except as provided in clauses (i), (ii), (iii) or (v) of the fourth sentence of this Section 11.5. Upon any termination of this Agreement pursuant to this AgreementSection 9.1, Service Provider represents the following: All devices, such as copiers Buyer and Seller each agree to return or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete destroy any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicematerials containing any confidential information.

Confidentiality Obligations. To The Party receiving the extent Service Provider requires Thornton Confidential Information of the other Party shall, for a period of five (5) years following the last disclosure by the disclosing Party of Confidential Information hereunder, use all reasonable efforts to protect the confidentiality and secrecy of the disclosing Party’s Confidential Information disclosed hereunder and shall use all reasonable efforts to prevent any improper disclosure or use thereof by its Personnel, in the same manner and with the same degree of care (but in no event using less than a reasonable degree of care) as it uses in protecting its own information of a similar confidential nature. Without limiting the generality of the foregoing, the receiving Party will provide the disclosing Party’s Confidential Information to only those Personnel of the receiving Party who have a need to know that Confidential Information for the purposes of the Agreement, and who have entered into written agreements with the receiving Party containing provisions protecting the disclosing Party’s Confidential Information that are consistent with the terms hereunder and that are at least as restrictive. Each Party agrees to provide Service Provider notice to the other promptly after learning of or having reason to suspect a breach of any of the obligations of confidentiality hereunder. Each receiving Party acknowledges that any material violation by the receiving Party of the rights and obligations provided in this Section 14 may result in immediate and irreparable injury to the disclosing Party, and hereby agrees that the disclosing Party shall be entitled to immediate temporary, preliminary and permanent injunctive relief against any such continued violations upon adequate proof, as required by applicable law. Each Party hereby submits itself to the personal jurisdiction of the courts of competent subject matter jurisdiction for purposes of entry of such injunctive relief. The obligations of either Party to the Agreement with its reports and other data (“Confidential Information”) as may be available respect to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x other’s Confidential Information secret and will not disclose it also extend to any third party, take ’s proprietary or misuse any of the Xxxxxxxx’x Confidential Information, or any other confidential information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials disclosed in the Service Provider’s possession or control containing any course of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information dealings related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceAgreement.

Confidentiality Obligations. To During the extent Service Provider requires Thornton to provide Service Provider with its reports Term and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services[*] thereafter, Service Provider will either Party shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person or business or in any way adverse other than to Xxxxxxxx'x interests. Xxxxxxxx'x such of its and its Affiliates’ directors, officers, managers, employees, independent contractors (e.g., contract research organizations, site management organizations, and investigational sites), agents, consultants or, solely with respect to Timber, its sublicensees who have a need to know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request or that a Receiving Party shall advise any of its and its Affiliates’ directors, officers, managers, employees, independent contractors, agents, consultants or, solely with respect to Timber, its sublicensees, who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 13) that all such directors, officers, managers, employees, independent contractors, agents, consultants or, solely with respect to Timber, its sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, officers, managers, employees, independent contractors, agents, consultants or, solely with respect to Timber, its sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this ARTICLE 13. It is understood that receipt of Confidential Information under this Agreement terminateswill not limit the Receiving Party from assigning its employees to any particular job or task in any way it may choose, so long as such recipient shall have agreed in writing to maintain the confidentiality of Confidential Information in accordance with the terms of this Agreement. The Receiving Party shall remain responsible for any failure by any such Person to treat such Confidential Information as required by this Agreement. If the Receiving Party is required to disclose Confidential Information in response to a court order or subpoena or to comply with the rules or regulations of regulatory agency or governmental agency in any country, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton Receiving Party shall provide prior notice of any unauthorized such intended disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related Disclosing Party in sufficient time to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing enable the Disclosing Party to object or seek a limitation as to the scope of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicedisclosure.

Confidentiality Obligations. To Each Party will take all reasonable measures to protect the extent Service Provider requires Thornton to provide Service Provider with its reports and confidentiality of the other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Party’s Confidential Information secret in a manner that is at least protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance, but in no case using less than a reasonable standard of care. Receiving Party will hold Confidential Information in strict confidence and will not disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or give or disclose it such information to third parties, or use such information for any third partypurpose whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement. Notwithstanding the foregoing, take or misuse any Receiving Party may disclose the other Party’s Confidential Information: (a) to employees, consultants, officers, directors, auditors, accounts, attorneys, advisors, and agents (including those of its affiliates) (collectively, “Recipients”) that have a need to know such information, provided that Receiving Party will require that each such Recipient not otherwise bound by confidentiality obligations to sign a written nondisclosure agreement consistent with the Xxxxxxxx’x confidentiality and nondisclosure provisions herein; and (b) to the extent Receiving Party is legally compelled to disclose such Confidential Information, provided that Receiving Party is legally able to do so, Receiving Party gives reasonable advance notice of such compelled disclosure to the other Party will cooperate with the other Party (at the other Party’s expense) in connection with any efforts to prevent or any other information Service Provider acquires or has access to because limit the scope of its provision such disclosure and/or use of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After Each Party’s obligations under this Section 11 will last for the Term of this Agreement terminatesand for a period of five (5) years thereafter. For the avoidance of doubt, notwithstanding anything to the Service Provider will preserve contrary stated herein, Content is subject to the license terms set forth in Section 3 above, and the restrictions on disclosure and use contained therein are not disclose directly subject to expiration or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services termination pursuant to this AgreementSection 11. 12. Compliance with Laws, Service Provider represents the following: All devicesRegulatory, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbedDisaster Relief, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.Ethics

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Licensee and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Amarin shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement, or exercise of rights under this Agreement, or disclose the Contractor's own benefit or for the benefit of same to any other person or business or in any way adverse Person other than to Xxxxxxxx'x interests. Xxxxxxxx'x such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Amarin, its sublicensees, who have a need to know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request or that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Amarin, its sublicensees, who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 12) that all such directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Amarin, its sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media containing Confidential Information of the Disclosing Party that remain in the possession of the Receiving Party or its directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Amarin, its sublicensees, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files of the Receiving Party, solely for archival purposes, and shall not be required to destroy any automatically generated back-up files for disaster or business recovery purposes provided access to such files is limited. Such archival or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended shall be deemed to be a data storage devise for purposes the property of performing the Services Disclosing Party, and shall continue to be routinely scrubbed, either manually or automatically, to delete any Confidential Information related subject to the Services. When any electronic device with data storage capacity is taken out provisions of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis Article 12.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Asahi and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Auxilium shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Auxilium, its sublicensees who have a need to know such Confidential Information to implement the terms of this Agreement or business enforce its rights under this Agreement; provided, however, that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Auxilium, its sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 12) that all such directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Auxilium, its sublicensees comply with such obligations. Upon termination of this Agreement (as opposed to expiration), the Receiving Party shall return or destroy all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in the possession of the Receiving Party or its directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Auxilium, its sublicensees, except that the Receiving Party may keep one copy of the Confidential Information in the legal department files (or with other appropriately secure and confidential files) of the Receiving Party, solely for archival purposes. Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this ARTICLE 12. It is understood that receipt of Confidential Information under this Agreement will not limit the Receiving Party from assigning its employees to any particular job or task in any way adverse it may choose, subject to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination terms and conditions of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.EXECUTION VERSION

Confidentiality Obligations. To the extent Service Provider requires Thornton Each party agrees to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x maintain such Confidential Information secret received from the other party in strict confidence, to use it only in a manner consistent with the purpose for which it was transmitted and will to not disclose it to any third Third Parties except to the receiving party’s employees, take or misuse any of the Xxxxxxxx’x Confidential Informationofficers, or any directors, consultants, contractors, subcontractors, counsel, and other agents who (a) have a need to know such information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of assisting the receiving party in performing its obligations or exercising its rights hereunder, (b) have been advised of the Services confidential nature of such information, and (c) are under binding obligations to maintain its confidentiality pursuant to terms which are at least as stringent as those set forth herein. Each party CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. agrees to take the same measures to protect the Confidential Information of the other party that it takes to protect its own information of comparable sensitivity, but in no event less than reasonable care. All materials transmitted between the parties or accessed hereunder and containing Confidential Information will remain the property of the transmitting party and will, along with all copies, summaries and other tangible manifestations thereof, be immediately returned upon termination or expiration of this Agreement or upon earlier reasonable request unless previously destroyed at the transmitting party’s request. Each party will, upon the other party’s request, provide a written officer’s certificate certifying that it has so returned or destroyed the other party’s Confidential Information except that (i) one copy of such Confidential Information shall be routinely scrubbedmaintained in the legal or corporate development files for the sole purpose of ascertaining its ongoing rights and responsibilities in respect of such information, either manually and (ii) the receiving party shall not be required to destroy any computer files stored securely by the receiving party that are: (a) created during automatic system back up; or automatically(b) retained for legal purposes by the legal division of the receiving party. Each party will be responsible for any breach of confidentiality hereunder by any of its Affiliates, consultants, employees, independent contractors, and other agents. Each party will advise the other immediately in the event that it learns or has reason to delete any suspect that unauthorized use, access, or disclosure of the other party’s Confidential Information related has or is likely to occur, and will reasonably cooperate with the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related other party to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of prevent or remedy the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicesame.

Confidentiality Obligations. To The parties acknowledge that Plan Sponsor is a governmental entity and subject to public record requirements that restrict its ability to designate certain materials as confidential. With respect to materials that are not determined to be public records in good faith by the extent Service Provider requires Thornton Plan Sponsor, the following shall apply: From time to provide Service Provider time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, vendors, products or services in connection with its reports and other data this Agreement (together, “Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x ). Confidential Information secret of Plan Sponsor includes, without limitation, systems architecture, policies and will not disclose it to any third partyprocedures, take or misuse any of the Xxxxxxxx’x Confidential Informationcustomer, or employee, provider, vendors, member and beneficiary information, claims information, vendor information (including agreements, software and products), product plans, and any other information Service Provider acquires or has access to because of its provision of Serviceswhich is normally and reasonably considered confidential. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for of Plan Supervisor includes, without limitation, software, the Contractor's own benefit or for the benefit of Plan Supervisor System and system architecture, processes, polices and procedures, and customer, employee and provider information and product and business plans, and any other person or business or in any way adverse to Xxxxxxxx'x interestsinformation which is normally and reasonably considered confidential. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination The terms of this Agreement, Service Provider will promptly return Xxxxxxxx’x each Schedule and SOW and the negotiations leading thereto shall be the Confidential Information including of both parties and may be disclosed to third parties only with the consent of both parties hereto. Each party agrees that during the Term and thereafter: (a) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (b) it will take all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and reasonable precautions to ensure that it does not disclose directly or indirectly Confidential Information belonging to the Disclosing Party to any third party Xxxxxxxx'x Confidential Information (other than the Receiving Party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party’s written consent. Upon request by the Disclosing Party, the Receiving Party will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain return all copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the ServicesDisclosing Party, or, if the return of such or a portion of such Confidential Information is not possible using commercially reasonable efforts, the Receiving Party will destroy such Confidential Information. When any electronic device with data storage capacity is taken out of service, all such devises The Receiving Party will be securely scrubbed responsible for any breach of all data related to Xxxxxxxx’x Project this Section by its employees, representatives, and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceagents.

Confidentiality Obligations. To 2.1 In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party agrees and undertakes that he/she shall: hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information; ensure that Proprietary Information or any part thereof is not disseminated or accessible to any person or party who is not bound by the terms of this Agreement and shall put in place at least such controls as it employs with respect to its own proprietary and confidential information which it does not desire to have disseminated or published; and not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and not make or have made copies of the Proprietary Information or any portion thereof in any medium without the prior written consent of the Disclosing Party, which the Disclosing Party is entitled in its full discretion to grant or not grant as it chooses. The confidentiality obligations and undertakings of the Receiving Party shall not apply to Proprietary Information: which at the time of its disclosure is within the public domain or which, after disclosure to the Receiving Party (through no improper action or inaction by the Receiving Party) comes into the public domain; or which is required to be disclosed under applicable law or by order of a court of competent jurisdiction. after five years following the disclosure thereof was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent Service Provider requires Thornton that such information was unlawfully appropriated, or was rightfully disclosed to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any by a third party, take or misuse was independently developed without use of any Proprietary Information of the Xxxxxxxx’x Confidential Information, Disclosing Party. The Receiving Party may make disclosures required by law or any other information Service Provider acquires or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has access allowed the Disclosing Party to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceprotective order.

Confidentiality Obligations. To During the extent Service Provider requires Thornton term of this Agreement and at all times thereafter, Seller agrees to provide Service Provider with hold in confidence and not otherwise use or disclose the information of Access and its reports Affiliates, including without limitation, any information relating to Access’ and its Affiliates’ business operations, price lists, manufacturing data, marketing information strategies, customer or product lists, research and development information and all other data information disclosed by Access or its Affiliates to Seller (“Confidential Information”) as may be available to Thornton ), in confidence and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information the foregoing commercially for the Contractor's its own benefit or for the benefit that of any other person party, nor for the purpose of developing or business improving a product or in method for any way adverse other party except Access. Seller agrees to Xxxxxxxx'x interestslimit dissemination of and access to the Services and/or Specifications or such information only to the persons within Seller’s organization, performing Services under this Agreement, and then only to those persons who have a need for access thereto, and who have entered into a restrictive agreement prohibiting such personnel from doing anything with respect to the Services and/or Specifications and such information that Seller would itself be prohibited from doing under this Agreement. Xxxxxxxx'x Notwithstanding the foregoing, should Seller wish to disclose to third parties such as agents or subcontractors Confidential Information, Seller must, before making such disclosure, obtain the prior written approval of Access and, if such approval is provided, obtain from the third party to whom the disclosure will be made a confidentiality agreement that is at least as restrictive as the provisions of this Section 8. The confidentiality obligations within this Section 8 shall survive termination or expiration of this Agreement for a period of three (3) years from the date of termination of this Agreement and deemed to cover all Confidential Information is Xxxxxxxx'x exclusive propertyprovided pursuant to this transaction. Should either Seller or Access disclose to third parties such as agents or subcontractors confidential information belonging to the other party to this Agreement, thereforethe disclosing party must, on Xxxxxxxx'x request or before making such disclosure, notify the other party of this Agreement that the disclosure will be made and obtain from the third party to whom the disclosure will be made a confidentiality agreement similar to the terms hereof. The parties acknowledge that all confidential information of the other party shall be owned solely by the other party, and each party agrees to return all items containing confidential information to the other party as requested upon termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials . Seller and Access recognize and agree that nothing contained in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminatesshall be construed as granting any rights, the Service Provider will preserve and not disclose directly by license or indirectly otherwise, to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services confidential information disclosed pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To During the extent Service Provider requires Thornton term of this Agreement and thereafter, each party: (a) shall treat as confidential all Confidential Information provided to provide Service Provider with the receiving party by the disclosing party, (b) shall not use such Confidential Information except as expressly permitted under the terms of this Agreement or otherwise authorized in writing by the disclosing party, (c) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of such Confidential Information, and (d) shall not disclose such Confidential Information to any third party unless it is necessary to fulfill one or more obligations expressly required by this Agreement, and provided that such third party agrees in writing to be bound by terms of confidentiality at least equivalent to those set forth in this Article VII. Without limiting the foregoing, each of the parties shall use at least the same procedures and degree of care to prevent the disclosure of Confidential Information as its reports uses to prevent the disclosure of its own confidential information of like importance, and other data (shall in any event use no less than reasonable procedures and a reasonable degree of care. For purposes of this Article VII, “Confidential Information”” means any and all non‑public and proprietary information that is designated as such and that is disclosed by either party to the other (including, without limitation, the GenMark Intellectual Property Rights and Plexus Background IP) as may in any form in connection with this Agreement and that, if orally disclosed, shall be available to Thornton and reasonably required for Service Provider to perform identified in writing within thirty (30) days of such disclosure. A receiving party shall notify the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to disclosing party promptly upon discovery of any third party, take unauthorized use or misuse any disclosure of the Xxxxxxxx’x disclosing party’s Confidential Information, . Upon the expiration or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the earlier termination of this Agreement, Service Provider will promptly each party shall return Xxxxxxxx’x to the other party all tangible items regarding the Confidential Information including of the other party and all documentscopies thereof; provided, disks or other computer media or other materials in however, that a receiving party shall have the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton right to retain copies one (1) copy for its legal files for the sole purpose of determining its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceobligations hereunder.

Confidentiality Obligations. To 3.1. In consideration of the extent Service Provider requires Thornton disclosure of Confidential Information by EC-Council to provide Service Provider You, You shall agree to: • Keep the Confidential Information confidential subject to the terms and conditions of this Agreement; • Shall not use the Confidential Information or any part of it for any purpose other than the purpose by which the CHFI program is employed; • Shall not disclose the Confidential Information or any part thereof to any person other than EC-Council and its authorized personnel, and You shall require that each such authorised personnel shall comply with its reports confidentiality provisions no less onerous than those contained in this Agreement; • Refrain from using the newly acquired skills for illegal or malicious attacks and other data (“Confidential Information”) You will not use such tools in an attempt to compromise any computer system; • As and when requested by EC-Council, You agree to commit to all acts and execute all documents as may be available reasonably necessary to Thornton and reasonably required for Service Provider to perform prevent any loss, misuse or unauthorised disclosure of the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will or any part of it; • Shall not disclose it to take any third party, take copies or misuse make any summaries or transcripts of the Xxxxxxxx’x whole or any part of the Confidential Information save as is strictly necessary for the purpose and all such copies, summaries and transcripts shall be deemed to be, and shall be clearly identified as being, Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines ; • Shall notify EC-Council immediately should You become aware that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related has been disclosed to or is in the Services. When possession of any electronic device with data storage capacity person who is taken out not an authorised person of service, EC-Council; • Shall keep all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.in a safe and secure place and shall treat all Confidential Information in a manner which is no less secure than the manner in which it treats its own confidential and/or Confidential information and at least with reasonable care; and

Confidentiality Obligations. To The term "Confidential Information" shall mean all information in the extent Service Provider requires Thornton broadest sense in whatever form or medium that relates to provide Service Provider with its reports past, present, or future research, development, and other business activities of the disclosing party, and the disclosing party’s procedures, algorithms, and data (“Confidential Information”including, without limitation, those contained in databases) as may be available which are related to Thornton these activities, information related to the operations, planning, control, and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any marketing of the Xxxxxxxx’x Confidential Information, or business interests and products of the disclosing party and any other information Service Provider acquires about its business affairs and which the disclosing party deems to be confidential and/or proprietary, which the receiving party and its employees and agents may acquire possession of or has access to because by reason of its provision work with the disclosing party. This term shall also include all information and software belonging to third parties which was provided to the disclosing in confidence to which the receiving party may have access by reason of Servicesits work under this Agreement. At all times this Agreement is in effect, Service Provider will not use or seek to use any The receiving party acknowledges the confidential nature of Xxxxxxxx'x the Confidential Information for and the Contractor's own benefit disclosing party’s valuable proprietary interest in it. The receiving party and its employees and agents shall treat all Confidential Information as confidential and proprietary to the disclosing party and its Affiliates. The receiving party shall limit access to the Confidential Information to its employees and agents working on any relevant Project and to those supervisory personnel with a legitimate need to know such information and shall not use, copy, or for remove any Confidential Information except to the benefit extent necessary to carry out any relevant Project, without the prior written consent of the disclosing party. Upon completion or termination of any other person relevant Project, at the disclosing party’s request, the receiving party and its employees or business or in any way adverse agents shall return to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including disclosing party’s relevant Project Manager all documents, disks or other computer media documents or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x whatever form that contain Confidential Information. After , destroy all copies thereof, and certify to the disclosing party in writing that all copies of such materials have been destroyed; this Agreement terminates, commitment shall not extend to data held on computer archive systems but the Service Provider will receiving party shall acknowledge that the duty to preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x the Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton as confidential extends to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicearchives .

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports The parties acknowledge and other data (“Confidential Information”) agree that, as may be available to Thornton a result of negotiating, entering into and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of performing this Agreement, Service Provider each party (a "receiving party") has and will promptly return Xxxxxxxx’x have access to certain Confidential Information including all documents, disks or (as defined below) of the other computer media or other materials in party (a "disclosing party"). Each receiving party acknowledges and agrees that misuse and/or disclosure of the Service Provider’s possession or control containing any Confidential Information of Xxxxxxxx’x Confidential Informationthe disclosing party could adversely affect the disclosing party's business. After this Agreement terminatesAccordingly, the Service Provider will preserve parties agree that, during the Term, the receiving party shall (a) use and reproduce the disclosing party's Confidential Information only to perform its obligations under and for the purposes specified in this Agreement, (b) restrict disclosure of the disclosing party's Confidential Information to its employees and contractors with a need to know the Confidential Information to enable the receiving party to perform its obligations under this Agreement, and (c) not disclose directly or indirectly the disclosing party's Confidential Information to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability(including, including but not limited to, computers any third-party consultant, contractor, or agent) without the prior written approval of the disclosing party and copiers used by without first obtaining such third party's written agreement to maintain the Service Provider confidentiality of the disclosing party's Confidential Information under terms and conditions at least as stringent as those set forth in connection this Section 8. The receiving party further agrees that, following the expiration or earlier termination of the Term, it shall promptly return to the disclosing party all Confidential Information of the disclosing party or destroy such Confidential Information and so certify in writing to the disclosing party. Notwithstanding the requirements of this Section 8, the receiving party may disclose Confidential Information of the disclosing party to the extent it is required to do so under law or in a judicial or other governmental investigation or proceeding, provided that the receiving party gives the disclosing party prompt written notice of the compelled disclosure and cooperates with the performance of Services pursuant disclosing party in seeking a protective order or any other available protections available to this Agreement, Service Provider represents limit the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing disclosure of the device to insure no disclosing party's Confidential Information belonging to Thornton could ever be retrieved from such deviceInformation.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x ‌ Avetta Confidential Information is Xxxxxxxx'x exclusive propertydefined as (i) any and all information to which Supplier is given access or receives regarding any other Supplier or Client, thereforeand (ii) any information, on Xxxxxxxx'x request or the termination of this Agreementincluding, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers business and copiers used marketing plans, technology and technical information, product plans and designs, and business processes, disclosed by Avetta or revealed as a result of Avetta’s provision of the Service Provider in connection Avetta Services; provided, however, that Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Avetta or any Client or Supplier, (ii) was known by You prior to its disclosure by Avetta or any Client or Supplier, (iii) is received from a third party without breach of any obligation owed to Avetta or any Client or Supplier, or (iv) was independently developed by You without the use of or reference to Avetta Confidential Information. You shall not use or disclose any Avetta Confidential Information for any purpose other than for Your legitimate internal business purposes as necessary to realize the benefits of the Avetta Services offered by Avetta to You. You will use the same degree of care that You use to protect Your own confidential information of a like kind (but not less than reasonable care). You will limit access to Avetta Confidential Information to those employees and personnel who need that access for purposes consistent with using the performance Avetta Services and Site provided by Avetta to Supplier. Supplier Confidential Information is defined as Supplier’s proprietary, non-public information, including, but not limited to, business and marketing plans, technology and technical information, product plans and designs, and business processes, disclosed by Supplier to Avetta as a result of Avetta’s provision of the Avetta Services; provided, however, that Confidential Information shall not include any information that (i) was known by Avetta prior to its disclosure by You or any Client, (ii) is received from a third party without breach of any obligation owed to You or any Client, or (iii). Avetta may disclose Supplier Confidential Information for Avetta’s legitimate business purposes as necessary to provide the Avetta Services pursuant offered to this AgreementYou and Avetta Clients. Avetta will limit access to Your Supplier Confidential Information to those Avetta employees and personnel and Clients, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended who need access to be a data storage devise Your Supplier Confidential Information for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing Avetta’s provision of the device Avetta Services and Site, as provided by Avetta to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceSupplier and Clients.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Kaken and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Brickell shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of its obligations or the Contractor's own benefit exercise of its rights pursuant to this Agreement or for disclose the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or business or in any way adverse sublicensees who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 11) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this ARTICLE 11. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Receiving Party shall use Disclosing Party’s Confidential Information secret and will solely for the Purpose, and, subject to Section 3, shall not disclose it reproduce, disclose, sell, transfer, use or convey in any other manner, in whole or in part, such Confidential Information other than to any third party, take or misuse any its Representatives who: (a) need to know such Confidential Information in the course of the Xxxxxxxx’x performance of their duties in furtherance of the Purpose; (b) are informed of its confidential nature; and (c) are bound by written confidentiality obligations no less protective of Confidential InformationInformation than the terms of this Agreement. Receiving Party shall safeguard the Confidential Information against unauthorized use, access, or any other information Service Provider acquires or has access disclosure with at least the same care as Receiving Party uses to because protect its own Confidential Information of its provision a similar nature, but with at least due care of Servicesa prudent business entity. At all times this Agreement is in effect, Service Provider will Receiving Party shall not use or seek to use any of Xxxxxxxx'x exploit Disclosing Party’s Confidential Information for the Contractor's its own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x another, shall refrain from using such Confidential Information is Xxxxxxxx'x exclusive propertyto the detriment of Disclosing Party, therefore, on Xxxxxxxx'x request or the termination and shall be responsible for any breach of this Agreement by its Representatives. Receiving Party must notify Disclosing Party in writing RSA NDA Jan 2021 within three (3) days of any use, access, or disclosure that violates this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any . The confidentiality obligations of Xxxxxxxx’x this paragraph do not apply where Receiving Party proves by documentary evidence that Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly : (i) was or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related becomes generally available to the Services. When any electronic device public other than as a result of disclosure by Receiving Party or its Representatives; or (ii) was or becomes available to Receiving Party or its Representatives on a non-confidential basis from a source other than Disclosing Party, provided that such source is not bound by a confidentiality agreement with data storage capacity is taken out of serviceDisclosing Party or otherwise prohibited from making available the information to Receiving Party or its Representatives by a contractual, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicelegal or fiduciary obligation.

Confidentiality Obligations. To Both parties agree and undertake that they, as well as their employees and the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any personnel of the Xxxxxxxx’x Confidential Informationintermediaries hired by them, or any other shall assume confidentiality obligations for all confidential information Service Provider acquires or has access related to because of its provision of Services. At all times this Agreement is in effectthe negotiations, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive propertysigning, therefore, on Xxxxxxxx'x request or the termination and performance of this Letter of Intent Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited toto commercial correspondence, computers technical information, financial information, and copiers used other related documents, materials, information, and data. They shall not disclose such confidential information to any third party or publicly use such information in any form or manner without the other party’s consent. If the above-mentioned confidential information has been disclosed by a third party and entered the public domain for reasons not attributable to either party, or if the relevant information has been publicly disclosed in accordance with the requirements of laws, regulations, or regulatory authorities, then neither party shall have any confidentiality obligations towards such confidential information. Both parties agree that the disclosures made by the Service Provider shareholders of Party B in connection accordance with the performance requirements of Services pursuant all applicable laws, regulations, and/or the Securities and Futures Commission and/or the Hong Kong Stock Exchange Rules do not constitute a violation of the “Confidentiality Obligations” under this Letter of Intent Agreement. Both parties agree that any violation of the confidentiality obligations stipulated in this Letter of Intent Agreement by either party shall constitute a breach of contract, and the performing party shall have the right to require the breaching party to bear the liability for breach of contract. The performing party shall also have the right to initiate legal proceedings to stop such infringement or seek other remedies to prevent further infringement. Legal Binding Force Both parties understand that this Letter of Intent Agreement does not constitute the final transaction document for the completion of the proposed transfer of the contract management rights, except for the confidentiality obligations, applicable laws and jurisdiction, and provisions of this article. The discussions and agreements related to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are Letter of Intent Agreement shall not intended to be a data storage devise for purposes have any legal binding force on any third party. The rights and obligations of performing the Services both parties shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to determined by the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of content determined in the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceformal agreement finally signed.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will The Receiving Party shall keep Xxxxxxxx’x in confidence all Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, Disclosing Party that is disclosed to it or any other information Service Provider acquires or to which it has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement; shall not disclose that Confidential Information to any individual or entity, Service Provider represents except as expressly allowed by this Agreement or with the following: All devicesprior written consent of the Disclosing Party; and shall not use that Confidential Information for any purpose other than exercising its rights or privileges under this Agreement or performing its obligations under this Agreement (the “Purpose”). The Receiving Party shall protect the Confidential Information disclosed to it by the Disclosing Party against unauthorized access, use, dissemination, or publication by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential or proprietary information of a like nature. The Receiving Party shall limit the disclosure of the Confidential Information only to such officers, directors, employees, agents, representatives of the Receiving Party or its Affiliates or its or their respective actual or potential financing sources or acquirors, and with respect to Supplier, its Subcontractors who legitimately need to know such information to accomplish the Purpose and the financial auditors and legal counsel of it or its Affiliates (such officers, directors, employees, agents, representatives, financial auditors, and legal counsel, and with respect to Supplier, its Subcontractors, are collectively referred to as copiers or fax machines that are not intended “Representatives”). The Receiving Party shall notify its Representatives of the proprietary and confidential nature of the Confidential Information before disclosing the Confidential Information to be a data storage devise for purposes of performing the Services them. The Receiving Party shall be routinely scrubbed, either manually responsible for any use or automatically, to delete disclosure of the Disclosing Party’s Confidential Information in violation of this Agreement by its Representatives. If the Receiving Party discovers that any Confidential Information related disclosed to it by the Disclosing Party has been used or disclosed in violation of this Agreement or that unauthorized access has been, or is reasonably likely to have been, gained to any of that Confidential Information, it will, to the Servicesextent permitted by applicable Law, promptly notify the Disclosing Party of such use, disclosure, or access and will cooperate with the Disclosing Party and take such actions as may be reasonably requested by the Disclosing Party to investigate and minimize that use, disclosure, or access and mitigate the harm resulting from it. When The obligations set forth in this Section 8.2 shall be referred to as the “Confidentiality Obligations”. In the case that the Receiving Party is a Customer Licensee, Customer shall be responsible for any electronic device with data storage capacity is taken out use or disclosure of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Supplier’s Confidential Information belonging in violation of this Agreement by the Customer Licensee to Thornton could ever be retrieved the extent the Customer Licensee received the Confidential Information from or on behalf of Customer or received such device.information in connection with receipt of Services under this Agreement. Services Agreement General Terms and ConditionsPage 17

Confidentiality Obligations. To Each Party will take all reasonable measures to protect the extent Service Provider requires Thornton to provide Service Provider with its reports and confidentiality of the other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Party’s Confidential Information secret in a manner that is at least protective as the measures it uses to maintain the confidentiality of its own Confidential Information of similar importance, but in no case using less than a reasonable standard of care. Receiving Party will hold Confidential Information in strict confidence and will not disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or give or disclose it such information to third parties, or use such information for any third partypurpose whatsoever other than as necessary in order to fulfill its obligations or exercise its rights under this Agreement. Notwithstanding the foregoing, take or misuse any Receiving Party may disclose the other Party’s Confidential Information: (a) to employees, consultants, officers, directors, auditors, accounts, attorneys, advisors, and agents (including those of its affiliates) (collectively, “Recipients”) that have a need to know such information, provided that Receiving Party will require that each such Recipient not otherwise bound by confidentiality obligations to sign a written nondisclosure agreement consistent with the Xxxxxxxx’x confidentiality and nondisclosure provisions herein; and (b) to the extent Receiving Party is legally compelled to disclose such Confidential Information, provided that Receiving Party is legally able to do so, Receiving Party gives reasonable advance notice of such compelled disclosure to the other Party will cooperate with the other Party (at the other Party’s expense) in connection with any efforts to prevent or any other information Service Provider acquires or has access to because limit the scope of its provision such disclosure and/or use of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After Except for one (1) copy that may be retained for legal record keeping purposes only, all Confidential Information will be returned to Discloser or destroyed within a reasonable period of time following Discloser’s written request. Upon Discloser’s written request, Receiving Party will also provide written certification, signed by an officer, of its compliance herewith. Each Party’s obligations under this Section 11 will last for the Term of this Agreement terminatesand for a period of five (5) years thereafter. For the avoidance of doubt, notwithstanding anything to the Service Provider will preserve contrary stated herein, Content is subject to the license terms set forth in Section 3 above, and the restrictions on disclosure and use contained therein are not disclose directly subject to expiration or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services termination pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceSection 11.

Confidentiality Obligations. To The Receiving Party agrees to keep any information identified as confidential by the extent Service Provider requires Thornton Disclosing Party, confidential using methods at least as stringent as the Receiving Party uses to provide Service Provider with protect its reports and other data (own Confidential Information. “Confidential Information”) ” of CCIA shall include all Licensed Products, Technology, and Know-How, and all information concerning them and any other information disclosed by CCIA to Panacela that is marked confidential or is accompanied by correspondence indicating such information is confidential or that the Receiving Party should reasonably know is confidential. “Confidential Information” of Panacela shall include all information disclosed by Panacela to CCIA that is marked confidential or is accompanied by correspondence indicating such information is confidential. Except as may be available authorized in advance in writing by the Disclosing Party, the Receiving Party shall grant access to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Disclosing Party’s Confidential Information secret and will not disclose it only to any third party, take its own employees involved in research relating to the Licensed Rights and/or manufacture or misuse any marketing of the Xxxxxxxx’x Confidential InformationLicensed Products, or any other information Service Provider acquires or has access and each party shall require such employees to because of its provision of Services. At all times be bound by confidentiality obligations at least as stringent as those set forth in this Agreement is in effect, Service Provider will as well. The Receiving Party agrees not use or seek to use any of Xxxxxxxx'x Confidential Information for of the Contractor's own benefit or for other party to its advantage and the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive propertyDisclosing Party’s detriment, thereforeincluding, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers in the case of Panacela, claiming priority to any application serial numbers of any Licensed Patents in any patent prosecution by CCIA. The confidentiality and copiers used use obligations set forth above apply to all or any part of the Confidential Information disclosed hereunder except to the extent that: Portions of this Exhibit, indicated by the Service Provider in connection xxxx “[***],” were omitted and have been filed separately with the performance of Services Securities and Exchange Commission pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended Registrant’s application requesting confidential treatment pursuant to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing Rule 24b-2 of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceExchange Act of 1934, as amended.

Confidentiality Obligations. To Subject to the extent Service Provider requires Thornton rights expressly granted to provide Service Provider the Parties hereunder and any applicable restrictions under this Agreement or the other Joint Venture Documents, all information provided, disclosed or obtained on or after the Effective Date and prior to the Amendment Date in connection with its reports this Agreement, the TTLA 68-50 or the performance of any of the Parties' activities on or after the Effective Date and other data (prior to the Amendment Date under this Agreement or the TTLA 68-50 shall be deemed “Confidential Information”) as may be available ” subject to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any all applicable provisions of the Xxxxxxxx’x Mutual Confidentiality Agreement. The terms and conditions of this Agreement and the TTLA 68-50 shall be considered “Confidential Information” under the Micron-NTC Mutual NDA for which Micron and NTC shall be considered a “Receiving Party” under such agreement. The Parties acknowledge that Process Technology, or any JDP Process Nodes, JDP Inventions, JDP Work Product and other information Service Provider acquires or has access exchanged pursuant to because of its provision of Services. At all times this the JDP Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential JDP-CSA Agreement are subject to restrictions on disclosure set forth therein. Information including all documents, disks disclosed between the Parties on or other computer media or other materials in after the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used Amendment Date shall be governed by the Service Provider Micron-NTC Mutual NDA. If the Micron-NTC Mutual NDA is terminated or expires and is not replaced, then Confidential [***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT MICRON / NTC CONFIDENTIAL Information provided, disclosed, obtained or accessed in connection with the performance of Services pursuant to the Parties' activities under this Agreement, Service Provider represents Agreement on or after the following: All devices, such as copiers or fax machines that are not intended Amendment Date shall continue to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, subject to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing applicable provisions of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from Micron-NTC Mutual NDA notwithstanding such devicetermination or expiration.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Distributor and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Prestwick shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose received from the other Party with the same degree of care it to any third party, take or misuse any maintains the confidentiality of the Xxxxxxxx’x its own Confidential Information, or any other information Service Provider acquires or has access to because but in no event less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, officers, managers, employees, independent contractors, agents or business or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Recipient shall advise any of its and its Affiliates’ directors, officers, managers, employees, independent contractors, agents or consultants who receive such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Recipient shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 7) that all such directors, officers, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. Each Party agrees that it shall be responsible for any breaches of this Section 7.1.2 by its Affiliates or its or any of its Affiliates’ directors, officers, managers, employees, independent contractors, agents or consultants. Upon termination of this Agreement, Service Provider will promptly the Recipient shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media containing or other materials embodying Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Recipient or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Recipient may keep one (1) copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Recipient, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 7. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Recipient from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Licensee and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will VBL shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement, or exercise of rights under this Agreement, or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or business or in any way adverse its sublicensees, who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or its sublicensees, who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 12) that all such directors, managers, employees, independent contractors, agents, consultants or its sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or its sublicensees, except that the Receiving Party may keep copies of Xxxxxxxx’x the Confidential Information, solely for archival purposes. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended Such archival copy shall be deemed to be a data storage devise for purposes the property of performing the Services Disclosing Party, and shall continue to be routinely scrubbed, either manually or automatically, to delete any Confidential Information related subject to the Services. When any electronic device with data storage capacity is taken out provisions of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis ARTICLE 12.

Confidentiality Obligations. (a) During the Term and for a period of three years thereafter, each Party receiving Confidential Information (a “Receiving Party”) will maintain in confidence all Confidential Information disclosed to it by any other Party (a “Disclosing Party”). Notwithstanding the foregoing, but subject to Section 7.2, each of the Party’s respective obligations of confidentiality with respect to another Party’s Trade Secrets, including the CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX AMERICAN INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Specifications, will be perpetual. No Party will use, disclose or grant the use of such Confidential Information except as expressly authorized by this Agreement. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement that disclosure is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of authorized by this Agreement, Service Provider the Receiving Party must inform its employees, representatives and contracting parties to whom disclosure is to be made of this ARTICLE 7, and instruct such Persons to hold in confidence and not make use of such information for any purpose other than those purposes permitted by this Agreement. Each Receiving Party will promptly return Xxxxxxxx’x Confidential Information including all documentsuse at least the same standard of care (but not less than a reasonable standard of care) as it uses to protect its own proprietary and Trade Secret information to ensure that such employees, disks representatives and contracting parties do not disclose or other computer media or other materials in the Service Provider’s possession or control containing make any unauthorized use of Xxxxxxxx’x such Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and Each Receiving Party will promptly advise Thornton notify the other upon discovery of any unauthorized use or disclosure or use of its Confidential Information. The Receiving Party will be responsible to the Disclosing Party for any loss of Confidential Information of the Disclosing Party or breach of the provisions of this Section 7.1 by any person employee, representative or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing contracting party of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceReceiving Party.

Confidentiality Obligations. To the extent Service Provider requires Thornton The obligations of confidentiality with respect to provide Service Provider with its reports and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and that is Customer data will not disclose it to any third party, take or misuse any survive the Term of the Xxxxxxxx’x this Agreement so long as such Customer data remains Confidential Information, or any and with respect to all other information Service Provider acquires or has access to because Confidential Information, for the period of its provision five (5) years after the end of Services. At all times this Agreement is in effectthe term, Service Provider will the Receiving Party shall (i) not use or seek to use any of Xxxxxxxx'x Disclosing Party’s Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider than in connection with the performance of Services pursuant this Agreement or any order; (ii) protect the Disclosing Party’s Confidential Information from disclosure to others, using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care; and (iii) shall not disclose, transfer, use copy or allow access to any Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s prior written consent. Notwithstanding the foregoing, Receiving Party may disclose Disclosing Party’s Confidential Information to its affiliates and their respective directors, officers, employees, consultants, and agents (“Representatives”) who (i) have a need to know, for the purpose of this Agreement; and (ii) agree to protect Disclosing Party’s Confidential Information from unauthorized use and disclosure. Receiving Party will take appropriate actions by instruction, agreement or otherwise, with their respective Representatives who are permitted access to Disclosing Party’s Confidential Information or any part thereof in accordance with this Agreement, Service Provider represents to inform them of this Agreement and to obtain their compliance with the following: All devices, such as copiers or fax machines that are terms expressed herein. The parties to this Agreement will not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete use any Confidential Information related to obtained from the Services. When other party for its own benefit or for any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of purpose other than as intended by the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceparties under this Agreement.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports and other data (“Confidential Information”” means a party’s proprietary or confidential information designated in writing as such or that by nature of the circumstances surrounding the disclosure ought to, in good faith, be treated as proprietary or confidential, including the Services and any trade secrets contained therein. Each party agrees that: (a) as during the course of its performance of this Agreement it may have access to or be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x provided with Confidential Information secret of the other party; (b) such Confidential Information shall remain the property of the other party, such Confidential Information is made available on a limited use basis solely in connection with this Agreement and such Confidential Information shall be disclosed only to authorized employees and agents; (c) it will advise its employees to whom such Confidential Information is disclosed of their obligations under this Agreement; (d) it will not sell, disclose it or otherwise make available any such Confidential Information, in whole or in part, to any third party, take or misuse any party without the prior written consent of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider party; (e) it will not use or seek to use any of Xxxxxxxx'x such Confidential Information except pursuant to this Agreement; and (f) it will use the same degree of care it uses for the Contractor's its own benefit or for the benefit confidential information, but in no case less than a reasonable degree of any other person or business or in any way adverse care, to Xxxxxxxx'x interests. Xxxxxxxx'x prevent disclosure of such Confidential Information is Xxxxxxxx'x exclusive propertyto any unauthorized person. Furthermore, thereforeeach party acknowledges and agrees that the existence of this Agreement (including any Exhibits attached hereto) and its terms and conditions shall be considered Confidential Information of the other party, on Xxxxxxxx'x request which shall not be revealed to any third party without the express prior written consent of the other party except (x) as required by applicable securities laws or securities exchange rules (including requirements to file a copy of this Agreement (redacted to the extent reasonably permitted by applicable law) or to disclose information regarding the provisions hereof or performance hereunder) or (y) in confidence to legal counsel, accountants or other advisors, banks and financing sources or proposed acquiring parties. Upon termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x all copies of Confidential Information including all documents, disks shall be returned to the owner thereof upon request. The restrictions under this Section shall not apply to information that: (i) is or becomes publicly known through no wrongful act of the party receiving the such information; (ii) becomes known to a party without confidential or proprietary restriction from a source other computer media than the disclosing party; or other materials (iii) a party can show by written records was in the Service Provider’s its possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly prior to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant other party. If a party is legally compelled to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete disclose any Confidential Information related to of the Services. When any electronic device with data storage capacity is taken out of serviceother party, all such devises it will be securely scrubbed entitled to do so provided it gives the other party prompt notice and cooperates in protecting against any such disclosure or obtaining a protective order narrowing the scope of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicedisclosure.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Pfizer and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Auxilium shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or business or in any way adverse sublicensees who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 12) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 12. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Sobi and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Auxilium shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person or business or Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, its sublicensees who in any way adverse each case have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 12) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information in confidential files of the Receiving Party, solely for archival purposes and will promptly advise Thornton subject at all times to the obligations of any unauthorized disclosure or confidentiality and non-use of its Confidential Information by any person or entitydescribed herein. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended Such archival copy shall be deemed to be a data storage devise for purposes the property of performing the Services Disclosing Party, and shall continue to be routinely scrubbed, either manually or automatically, to delete any Confidential Information related subject to the Services. When any electronic device with data storage capacity is taken out provisions of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis ARTICLE 12.

Confidentiality Obligations. To From time to time during the extent Service Provider requires Thornton Term, you or iCompliance may disclose or make available to provide Service Provider with its reports and the other data (party or other Clients Confidential Information. “Confidential Information” means information disclosed by a party hereto (“Discloser”) that is not generally known and that is proprietary to Discloser or its affiliates or that Discloser or any of its affiliates is obligated to treat as proprietary or confidential, including: (a) trade secret information about Discloser and its products or services; (b) information about Discloser’s business affairs, confidential intellectual property, third-party confidential information, and other sensitive or proprietary information; (c) information about Discloser’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling or leasing; (d) in the case of you as Discloser, the Client Data; (e) in the case of iCompliance as Discloser, the Program; and (f) information about the relationship between Discloser and the other party hereto receiving information hereunder (“Recipient”). Notwithstanding the foregoing, Confidential Information does not include information (i) which is or becomes publicly available from a source other than Recipient; (ii) which is received by Recipient from a source which has the right to disclose such information and did not obtain the information directly or indirectly from employees or agents of Discloser; (iii) which Recipient establishes by documentary evidence was in Recipient’s possession prior to Discloser’s disclosure; (iv) that was or is independently developed by Recipient without using any confidential information of Discloser; or (v) that Discloser has agreed in writing may be available to Thornton and reasonably required for Service Provider to perform disclosed by Recipient. Recipient shall not, either during or after the ServicesTerm, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Discloser’s Confidential Information for the Contractor's own benefit any purpose other than its performance under these Terms or for the benefit of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x disclose Discloser’s Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is entity not authorized by Thornton Discloser to retain copies of receive it, except that Recipient may disclose Discloser’s Confidential Information to its documents at Service Provider expense. In regards employees and agents (including independent auditors, professional advisors, and required government agencies) (collectively, “Permitted Recipients”) who have a reasonable need to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, know such as copiers or fax machines that are not intended to be a data storage devise Confidential Information for purposes of performing Recipient’s obligations hereunder and who are obligated to maintain the Services confidentiality of and refrain from using such Confidential Information under terms at least as protective as those set forth herein. Recipient will be responsible for the breach of this Section by any of its Permitted Recipients. Discloser shall be routinely scrubbed, either manually or automatically, entitled to delete seek injunctive relief for any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out violation of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis Section.

Confidentiality Obligations. To Each Exchanging Stockholder acknowledges that from and after the extent Service Provider requires Thornton Closing, FCE and its Affiliates will have a legitimate and continuing proprietary interest in the protection of trade secrets and confidential information, knowledge and data of the Company or the Subsidiary and any similar information with respect to provide Service Provider with FCE or its reports Affiliates and other data the terms of this Agreement and Transaction Documents (collectively, the “Confidential Information”) which is or has been provided to any Exchanging Stockholder. Except as disclosure may be available ordered by a Government Entity of competent jurisdiction or as otherwise required by law, each Exchanging Stockholder agrees that such Exchanging Stockholder and such Exchanging Stockholder’s Affiliates will maintain and cause to Thornton and reasonably required for Service Provider to perform be maintained the Services, Service Provider will keep Xxxxxxxx’x confidentiality of all Confidential Information secret related to the Company, the Subsidiary or FCE or any of its Affiliates, which is held by or known to any of them and will shall not disclose it the Confidential Information to any third party, take Person. In the event that any Exchanging Stockholder or misuse any of such Exchanging Stockholder’s Affiliates is notified that it is or may become legally compelled to disclose any of the Xxxxxxxx’x Confidential Information, such Exchanging Stockholders will provide FCE with prompt notice of the existence, terms and circumstances surrounding such notice so that FCE may seek a protective order or any other information Service Provider acquires appropriate remedy and/or waive compliance with the provisions of this Section 4.10. In the event that such protective order or has access other remedy is not obtained prior to because the time disclosure is required, or that FCE waives compliance with the provisions of this Section 4.10 in a particular instance, such Exchanging Stockholder will furnish only that portion of the Confidential Information that they are advised in writing by counsel is legally required to be furnished. Except as expressly authorized herein, such Exchanging Stockholder and its provision of Services. At all times this Agreement is in effect, Service Provider will Affiliates shall not use or seek to use any of Xxxxxxxx'x Confidential Information for the Contractor's own any of their benefit or for the benefit of any other person person. Information, knowledge or business or in any way adverse data shall not be deemed to Xxxxxxxx'x interests. Xxxxxxxx'x be Confidential Information to the extent that it is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or becomes generally available to the termination public other than as a result of this Agreement, Service Provider will promptly return Xxxxxxxx’x Confidential Information including all documents, disks disclosure by a Exchanging Stockholder or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x such Exchanging Stockholder’s Affiliates, becomes available to an Exchanging Stockholder on a nonconfidential basis from a source other than the Company or FCE or any of its Affiliates, was known to such Exchanging Stockholder prior to the time of disclosure without any obligation to keep such information confidential or is developed by employees or agents of such Exchanging Stockholder or its Affiliates independently of and without reference to any Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Licensee and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Immunomedics shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person or business entity other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, investors or in any way adverse potential investors or consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, investors and potential investors or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 13) that all such directors, managers, employees, independent contractors, agents or consultants comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this ARTICLE 13. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise . *** Portion for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicewhich confidential treatment requested.

Confidentiality Obligations. To The receiving party shall protect the extent Service Provider requires Thornton confidentiality and secrecy of such Confidential Information and shall prevent any improper disclosure or use thereof by its employees, agents, contractors or consultants, in the same manner and with the same degree of care (but in no event less than a reasonable degree of care) as it uses in protecting its own information of a confidential nature for a period of three (3) years from the date of such disclosure. Each party must inform its employees having access to the other’s Confidential Information of restrictions required to comply with this Section. Each party agrees to provide Service Provider with its reports and notice to the other data (“Confidential Information”) as may be available immediately after learning of or having reason to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse suspect a breach of any of the Xxxxxxxx’x restrictions of this Section 6. Sun retains for itself all proprietary rights it possesses in and to all Sun Confidential Information. Accordingly, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not use or seek to use any of Xxxxxxxx'x Sun Confidential Information for the Contractor's own benefit or for the benefit of any other person or business or which Sun may furnish to Supplier will be in any way adverse Supplier’s possession pursuant only to Xxxxxxxx'x interests. Xxxxxxxx'x a restrictive, nontransferable, nonexclusive license under which Supplier may use such Sun Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or under the termination terms of this Agreement, Service Provider will promptly return Xxxxxxxx’x solely for the purposes of manufacturing, operating, servicing and repairing the Products for the sole benefit of Sun. Each party understands that the party receiving Confidential Information including all documents, disks may now or other computer media or other materials in the Service Provider’s possession future be developing proprietary information internally, or control containing any of Xxxxxxxx’x receiving proprietary information from third parties in confidence that may be similar to disclosed Confidential Information. After Nothing in this Agreement terminatesshall be construed as a representation or inference that the receiving party will not develop products, the Service Provider will preserve and not disclose directly for itself or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capabilityothers, including but not limited to, computers and copiers used by the Service Provider in connection that compete with the performance products, processes, systems or methods contemplated by disclosed Confidential Information. Supplier acknowledges that any material violation by Supplier of Services pursuant the rights and obligations provided in this Section 6 may result in immediate and irreparable injury to this AgreementSun, Service Provider represents and hereby agrees that Sun shall be entitled to immediate temporary, preliminary, and permanent injunctive relief against any such continued violations upon adequate proof, as required by applicable law. Supplier hereby submits itself to the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise personal jurisdiction of the courts of competent subject matter jurisdiction for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out entry of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceinjunctive relief.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Licensee and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Amarin shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement, or exercise of rights under this Agreement, or disclose the Contractor's own benefit or for the benefit of same to any other person or business or in any way adverse Person other than to Xxxxxxxx'x interests. Xxxxxxxx'x such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Amarin, its sublicensees, who have a need to know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request or that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Amarin, its sublicensees, who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 12) that all such directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Amarin, its sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Amarin, its sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x Confidential Information. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton in the legal department files of any unauthorized disclosure or use of its Confidential Information by any person or entitythe Receiving Party, solely for archival purposes. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended Such archival copy shall be deemed to be a data storage devise for purposes the property of performing the Services Disclosing Party, and shall continue to be routinely scrubbed, either manually or automatically, to delete any Confidential Information related subject to the Services. When any electronic device with data storage capacity is taken out provisions of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis ARTICLE 12.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Actelion and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Auxilium shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person or business or in any way adverse Person other than to Xxxxxxxx'x interests. Xxxxxxxx'x such of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or, solely with respect to Auxilium, its sublicensees who have a need to know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this ARTICLE 12) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential Information, solely for archival purposes and subject at all times to the obligations of confidentiality and non-use described herein. After this Agreement terminates, the Service Provider will preserve and not disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended Such archival copy shall be deemed to be a data storage devise for purposes the property of performing the Services Disclosing Party, and shall continue to be routinely scrubbed, either manually or automatically, to delete any Confidential Information related subject to the Services. When any electronic device with data storage capacity is taken out provisions of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such devicethis Article 12.

Confidentiality Obligations. To Confidential Information means a party’s proprietary or confidential information designated in writing as such or that by nature of the extent Service Provider requires Thornton circumstances surrounding the disclosure ought to, in good faith, be treated as proprietary or confidential, including the Services and any trade secrets contained therein. Each party agrees (a) that during the course or its performance of its Agreement it may have access to provide Service Provider or be provided with Confidential Information of the other party; (b) that the Confidential Information of the other shall remain the property of the other, that such Confidential Information is made available on a limited use basis solely in connection with this Agreement and that such Confidential Information shall be disclosed only to authorized employees and agents; (c) that it will advise its reports and other data employees to whom the information is disclosed of their obligations under this agreement (“d) that it will not sell, disclose or otherwise make available any such Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it in whole or in part, to any third party, take or misuse any party without the prior written consent of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider party; (e) that it will not use or seek to use any of Xxxxxxxx'x such Confidential Information except pursuant to this Agreement; and (f) that it will use the same degree of care it uses for the Contractor's its own benefit or for the benefit confidential information, but in no case less than a reasonable degree of any other person or business or in any way adverse care, to Xxxxxxxx'x interests. Xxxxxxxx'x prevent disclosure of such Confidential Information is Xxxxxxxx'x exclusive propertyto any unauthorized person. Furthermore, therefore, on Xxxxxxxx'x request or Customer acknowledges and agrees that the existence of this Agreement (including any Exhibits attached hereto) and its terms and conditions shall be considered Confidential Information. At no time and for any reason shall the terms and conditions of this Agreement (including any Exhibits attached hereto) be revealed to any third party without the express prior written consent of Cardtronics. Upon termination of this Agreement, Service Provider will promptly return Xxxxxxxx’x all copies of Confidential Information including all documents, disks shall be returned to the owner thereof. The restrictions under this Section shall not apply to information that: (i) is or other computer media or other materials in becomes publicly known through no wrongful act of the Service Provider’s possession or control containing any of Xxxxxxxx’x party receiving the Confidential Information. After this Agreement terminates, ; or (ii) becomes known to a party without confidential or proprietary restriction from a source other than the Service Provider will preserve and not disclose directly disclosing party; or indirectly (iii) a party can show by written records was in its possession prior to any third party Xxxxxxxx'x Confidential Information and will promptly advise Thornton of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant other party. If a party is legally compelled to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete disclose any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises it will be securely scrubbed of all data related entitled to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of do so provided it gives the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceother party prompt notice.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Redpoint and other data (“Confidential Information”) as may be available to Thornton IFF shall not disclose, and reasonably required for Service Provider to perform the Services, Service Provider will shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x other Party confidential with the same degree of care it employs to maintain the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in no event less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of, or in exercise of its rights under, this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees, independent contractors, agents or business or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 7) that all such directors, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. For clarity, nothing contained herein shall restrict Redpoint from disclosing its Confidential Information to its and its Affiliates’ directors, managers, employees, independent contractors, agents or consultants who are under similar confidentiality obligations as set forth herein in connection with any licensing, commercialization, financing, acquisition or other transaction. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 8. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To During the extent Service Provider requires Thornton to provide Service Provider with its reports term and other data for a period of two (“Confidential Information”2) years thereafter, or in the event an item is a trade secret, so long as may be available to Thornton and reasonably required for Service Provider to perform the Servicesitem remains a trade secret, Service Provider will keep Xxxxxxxx’x the Receiving Party shall: (a) hold the Confidential Information secret in strict confidence and will not disclose it avoid the disclosure thereof to any third party, take party by using the same degree of care as it uses to avoid the unauthorized use or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because disclosure of its provision own Confidential Information of Services. At all times this Agreement is in effecta similar nature, Service Provider will but not less than reasonable care; and (b) not use or seek to use any of Xxxxxxxx'x the Confidential Information for the Contractor's own benefit or for the benefit any purpose except as contemplated under this Agreement. Should a Party become possessed of any other person or business or in any way adverse to Xxxxxxxx'x interests. Xxxxxxxx'x Confidential Information is Xxxxxxxx'x exclusive property, therefore, on Xxxxxxxx'x request or the termination a trade secret of a Disclosing Party underthe terms of this Agreement, Service Provider will promptly return Xxxxxxxx’x the Receiving Party shall not, during the term and thereafter, use or disclose such trade secret. The Receiving Party shall restrict the possession and use of Confidential Information including all documents, disks or other computer media or other materials in the Service Provider’s possession or control containing any of Xxxxxxxx’x Confidential Informationto its personnel who have a need to know and are bound by confidentiality obligations no less stringent than those contained herein. After this Agreement terminates, the Service Provider will preserve and not The Receiving Party may disclose directly or indirectly to any third party Xxxxxxxx'x Confidential Information and will as required by applicable law, provided the Receiving Party discloses only such information as is required by applicable law and, if permitted by applicable law, uses reasonable efforts to notify the Disclosing Party of such disclosure in sufficient time to allow the Disclosing Party to seek a protective order or similar confidential treatment at Disclosing Party’s expense. The Receiving Party shall promptly advise Thornton notify the Disclosing Party of any facts known to the Receiving Party regarding any unauthorized disclosure or use of Confidential Information. Each Party acknowledges that its breach of the obligations set forth in this Section 7.2 may cause irreparable harm for which the other Party shall be entitled to seek injunctive or other equitable relief. All Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by shall remain the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing exclusive property of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such deviceDisclosing Party.

Confidentiality Obligations. To the extent Service Provider requires Thornton to provide Service Provider with its reports Each of Kaken and other data (“Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will Brickell shall keep Xxxxxxxx’x all Confidential Information secret and will not disclose it to any third party, take received from or misuse any on behalf of the Xxxxxxxx’x other Party with the same degree of care with which it maintains the confidentiality of its own Confidential Information, or any other information Service Provider acquires or has access to because but in all cases no less than a reasonable degree of its provision of Servicescare. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of its obligations or the Contractor's own benefit exercise of its rights pursuant to this Agreement or for disclose the benefit of same to any other person Person other than to such of its and its Affiliates’ directors, managers, employees; independent contractors, agents, consultants or business or in any way adverse sublicensees who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates’ directors, managers, employees, independent contractors, agents, consultants or sublicensees who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 12) that all such directors, managers, employees, independent contractors, agents, consultants or sublicensees comply with such obligations. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents, consultants or sublicensees, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 12. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.

Confidentiality Obligations. To Each of Kos and BLS shall keep all Confidential Information received from the extent Service Provider requires Thornton to provide Service Provider other Party with the same degree of care it maintains the confidentiality of its reports and other data (“own Confidential Information”) as may be available to Thornton and reasonably required for Service Provider to perform the Services, Service Provider will keep Xxxxxxxx’x Confidential Information secret and will not disclose it to any third party, take or misuse any of the Xxxxxxxx’x Confidential Information, or any other information Service Provider acquires or has access to because of its provision of Services. At all times this Agreement is in effect, Service Provider will not Neither Party shall use or seek to use any of Xxxxxxxx'x such Confidential Information for any purpose other than in performance of this Agreement or disclose the Contractor's own benefit or for the benefit of same to any other person Person other than to such of its and its Affiliates' directors, managers, employees, independent contractors, agents or business or in any way adverse consultants who have a need to Xxxxxxxx'x interests. Xxxxxxxx'x know such Confidential Information is Xxxxxxxx'x exclusive propertyto implement the terms of this Agreement or enforce its rights under this Agreement; provided, thereforehowever, on Xxxxxxxx'x request that a Receiving Party shall advise any of its and its Affiliates' directors, managers, employees, independent contractors, agents or consultants who receives such Confidential Information of the confidential nature thereof and of the obligations contained in this Agreement relating thereto, and the Receiving Party shall ensure (including, in the case of a Third Party, by means of a written agreement with such Third Party having terms at least as protective as those contained in this Article 8) that all such directors, managers, employees, independent contractors, agents or consultants comply with such obligations as if they had been a Party hereto. Upon termination of this Agreement, Service Provider will promptly the Receiving Party shall return Xxxxxxxx’x Confidential Information including or destroy all documents, disks tapes or other computer media or other materials containing Confidential Information of the Disclosing Party that remain in the Service Provider’s possession of the Receiving Party or control containing any its directors, managers, employees, independent contractors, agents or consultants, except that the Receiving Party may keep one copy of Xxxxxxxx’x the Confidential InformationInformation in the legal department files of the Receiving Party, solely for archival purposes. After Such archival copy shall be deemed to be the property of the Disclosing Party, and shall continue to be subject to the provisions of this Article 8. It is understood that receipt of Confidential Information under this Agreement terminates, will not limit the Service Provider will preserve and not disclose directly or indirectly Receiving Party from assigning its employees to any third party Xxxxxxxx'x Confidential Information particular job or task in any way it may choose, subject to the terms and will promptly advise Thornton conditions of any unauthorized disclosure or use of its Confidential Information by any person or entity. Service Provider is authorized by Thornton to retain copies of its documents at Service Provider expense. In regards to any electronic devices with data storage capability, including but not limited to, computers and copiers used by the Service Provider in connection with the performance of Services pursuant to this Agreement, Service Provider represents the following: All devices, such as copiers or fax machines that are not intended to be a data storage devise for purposes of performing the Services shall be routinely scrubbed, either manually or automatically, to delete any Confidential Information related to the Services. When any electronic device with data storage capacity is taken out of service, all such devises will be securely scrubbed of all data related to Xxxxxxxx’x Project and all data storage drives will be physically destroyed before disposing of the device to insure no Confidential Information belonging to Thornton could ever be retrieved from such device.