Common use of Confidentiality of Terms Clause in Contracts

Confidentiality of Terms. The Parties hereto will keep the terms of this Agreement confidential and will not now or hereafter divulge any of this information to any third party except: (A) with the prior written consent of the other Party; (B) as otherwise may be required by law or legal process; (C) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (D) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (E) by Buyer, to potential purchasers or licensees of the Patent Rights; (F) in order to perfect Buyer's interest in the Patent Rights with any governmental patent office; or (G) to enforce Buyer's right, title, and interest in and to the Patent Rights; provided that, in (b) and (c) above: (i) to the extent permitted by law, the disclosing Party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, and (ii) the disclosing Party will provide the other Party with at least ten days' prior written notice of such disclosure. Both Parties acknowledge that the breach of this Section 3.5 will immediately give rise to continuing irreparable injury to the non-disclosing Party inadequately compensable in damages at law and without prejudice to any other remedy available to the non-disclosing Party, and may entitle the non-disclosing Party to obtain injunctive relief.

Confidentiality of Terms. The Parties hereto will keep the terms and existence of this Agreement and the identities of the Parties and their Affiliates confidential and will not now or hereafter divulge any of this information to any third party exceptexcept as follows: (Aa) with the prior written consent of the other Party; (Bb) subject to obligations of confidentiality and/or privilege at least as otherwise may be required by law or stringent as those contained herein, to a Party’s legal processand financial counsel and other professional advisors, in their capacity of advising a Party in such matters; (Cc) during the course subject to obligations of litigationconfidentiality and/or privilege at least as stringent as those contained herein, so long as the disclosure of such terms and conditions is restricted to a counterparty engaged in the same manner as is the confidential information of other litigating parties; (D) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely due diligence in connection with complying a proposed merger, acquisition, reorganization, or financing of all or substantially of a Party’s assets or equity or in connection with a proposed sale or administering its obligations with respect to this Agreementexclusive license of the Assigned Patent Rights, as applicable; (Ed) by BuyerPurchaser, to potential purchasers or licensees of the Patent Rights; (F) in order to perfect Buyer's Purchaser’s interest in the Assigned Patent Rights with any governmental patent office (including, without limitation, recording the Executed Assignment in any governmental patent office); or (Ge) to enforce Buyer's Purchaser’s right, title, title and interest in and to the Assigned Patent Rights; (f) to any governmental body having jurisdiction and specifically requiring such disclosure; or (g) as required during the course of litigation and subject to a protective order with a confidentiality designation of “Outside Attorneys’ Eyes Only” or higher; provided that, in (bf) and (cg) above: , (i) to the extent permitted by law, the disclosing Party party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, ; and (ii) the disclosing Party will provide the other Party with at least ten (10) days' ’ prior written notice of such disclosure. Both Parties acknowledge that Notwithstanding anything to the breach of contrary in this Section 3.5 will immediately give rise 8.3, following the Closing, each Party and IP Navigation Group, LLC is entitled to continuing irreparable injury to issue the non-disclosing Party inadequately compensable press release substantially in damages at law and without prejudice to any other remedy available to the non-disclosing Party, and may entitle the non-disclosing Party to obtain injunctive reliefform attached hereto as Exhibit 8.3.

Confidentiality of Terms. The Parties parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except: except (Aa) with the prior written consent of the other Partyparty; (Bb) as otherwise may be required by law or legal process; (Cc) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (Dd) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (Ee) by BuyerPurchaser, to potential purchasers or licensees of the Assigned Patent RightsRights or the Abandoned Assets; (Ff) in order to perfect Buyer's Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (Gf) to enforce Buyer's Purchaser’s right, title, and interest in and to the Assigned Patent RightsRights or the Abandoned Assets; provided that, in (b) and (c) above: , (i) to the extent permitted by law, the disclosing Party party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, ; and (ii) the disclosing Party party will provide the other Party party with at least ten (10) days' ’ prior written notice of such disclosure. Both Parties acknowledge that Without limiting the breach foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this Section 3.5 will immediately give rise to continuing irreparable injury to paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the non-disclosing Party inadequately compensable existence of this transaction with actual or potential clients in damages at law and without prejudice to any other remedy available to the non-disclosing Partymarketing materials, and may entitle the non-disclosing Party to obtain injunctive reliefor industry conferences.

Confidentiality of Terms. The Parties parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except: except (Aa) with the prior written consent of the other Partyparty; (Bb) as otherwise may be required by law or legal process; (Cc) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (Dd) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (Ee) by BuyerPurchaser, to potential purchasers or licensees of the Assigned Patent RightsRights or the Abandoned Assets; (Ff) in order to perfect Buyer's Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (Gg) to enforce Buyer's Purchaser’s right, title, and interest in and to the Assigned Patent RightsRights or the Abandoned Assets; provided that, in (b) and (c) above: , (i) to the extent permitted by law, the disclosing Party party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, ; and (ii) the disclosing Party party will provide the other Party party with at least ten (10) days' ’ prior written notice of such disclosure. Both Parties acknowledge that Without limiting the breach foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this Section 3.5 will immediately give rise to continuing irreparable injury to paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the non-disclosing Party inadequately compensable existence of this transaction with actual or potential clients in damages at law and without prejudice to any other remedy available to the non-disclosing Partymarketing materials, and may entitle the non-disclosing Party to obtain injunctive reliefor industry conferences.

Confidentiality of Terms. The Parties parties hereto will keep the terms of this Agreement Agreement, but not the existence or the identities of the parties, confidential and will not now or hereafter divulge any of this information to any third party except: except (Aa) with the prior written consent of the other Partyparty; (Bb) as otherwise may be required by law or legal process, including, without limitation, by a taxing authority; (Cc) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (Dd) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this AgreementAgreement or any agreement between Affiliates of Seller and its Affiliates’ funding sources; (Ee) by Buyer, Seller or its Affiliates to potential purchasers actual licensees or licensees grantees of the rights associated with Assigned Patent Rights; (Ff) in order to perfect Buyer's Purchaser’s interest in the Assigned Patent Rights with any governmental patent office by recording any Executed Assignments delivered by Seller pursuant to this Agreement in any governmental patent office; or (Gg) to enforce Buyer's rightinformation that is, titlebefore the date of such disclosure, and interest in and to rightfully publicly available, other than by a breach of this Agreement by the Patent Rightsdisclosing party; provided that, in (b) and (c) above: , (i) to the extent permitted by law, the disclosing Party party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, ; and (ii) the disclosing Party will provide the other Party with at least ten days' prior written notice of such disclosure. Both Parties acknowledge that the breach of this Section 3.5 will immediately give rise to continuing irreparable injury to the non-disclosing Party inadequately compensable in damages at law and without prejudice to any other remedy available to the non-disclosing Party, and may entitle the non-disclosing Party to obtain injunctive relief.disclosing

Confidentiality of Terms. The Parties hereto will keep the terms and existence of this Agreement and the identities of the Parties and their Affiliates confidential and will not now or hereafter divulge any of this information to any third party exceptexcept as follows: (Aa) with the prior written consent of the other Party; (Bb) subject to obligations of confidentiality and/or privilege at least as otherwise may be required by law or stringent as those contained herein, to a Party's legal processand financial counsel and other professional advisors, in their capacity of advising a Party in such matters; (Cc) during the course subject to obligations of litigationconfidentiality and/or privilege at least as stringent as those contained herein, so long as the disclosure of such terms and conditions is restricted to a counterparty engaged in the same manner as is the confidential information of other litigating parties; (D) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely due diligence in connection with complying a proposed merger, acquisition, reorganization, or financing of all or substantially of a Party's assets or equity or in connection with a proposed sale or administering its obligations with respect to this Agreementexclusive license of the Assigned Patent Rights, as applicable; (Ed) by BuyerPurchaser, to potential purchasers or licensees of the Patent Rights; (F) in order to perfect BuyerPurchaser's interest in the Assigned Patent Rights with any governmental patent office (including, without limitation, recording the Executed Assignment in any governmental patent office); or (Ge) to enforce BuyerPurchaser's right, title, title and interest in and to the Assigned Patent Rights; (f) to any governmental body having jurisdiction and specifically requiring such disclosure; or (g) as required during the course of litigation and subject to a protective order with a confidentiality designation of "Outside Attorneys' Eyes Only" or higher; provided that, in (bf) and (cg) above: , (i) to the extent permitted by law, the disclosing Party party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, ; and (ii) the disclosing Party will provide the other Party with at least ten (10) days' prior written notice of such disclosure. Both Parties acknowledge that the breach of this Section 3.5 will immediately give rise to continuing irreparable injury to the non-disclosing Party inadequately compensable in damages at law and without prejudice to any other remedy available to the non-disclosing Party, and may entitle the non-disclosing Party to obtain injunctive relief.

Confidentiality of Terms. The Parties parties hereto will keep the terms of this Agreement and the identities of the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except: except (Aa) with the prior written consent of the other Partyparty; (Bb) as otherwise may be required by law or legal process; (Cc) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (Dd) in confidence to its legal counsel, accountants, banks, and financing sources and their advisors solely in connection with complying with or administering its obligations with respect to this Agreement; (Ee) by BuyerPurchaser, to potential purchasers or licensees of the Assigned Patent RightsRights or the Abandoned Assets; (Ff) in order to perfect Buyer's Purchaser’s interest in the Assigned Patent Rights or the Abandoned Assets with any governmental patent office (including, without limitation, recording the Executed Assignments in any governmental patent office); or (Gg) to enforce Buyer's Purchaser’s right, title, and interest in and to the Assigned Patent RightsRights or the Abandoned Assets; provided that, in (b) and (c) above: , (i) to the extent permitted by law, the disclosing Party party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available, ; and (ii) the disclosing Party party will provide the other Party party with at least ten days' reasonable prior written notice of such disclosure. Both Parties acknowledge that Without limiting the breach foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this Section 3.5 will immediately give rise to continuing irreparable injury to paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the non-disclosing Party inadequately compensable existence of this transaction with actual or potential clients in damages at law and without prejudice to any other remedy available to the non-disclosing Partymarketing materials, and may entitle the non-disclosing Party to obtain injunctive reliefor industry conferences.