Common use of Limited Use and Access Clause in Contracts

Limited Use and Access. Each party shall keep in confidence and prevent the unauthorized duplication, use and disclosure of Confidential Information. Confidential Information may only be used for furthering the purposes of this Agreement and providing the Services hereunder. Each party shall, upon expiration or termination of this Agreement or otherwise upon demand, at the other party's option, either return to the other party or destroy and certify in writing to the other party the destruction of any and all documents (the term "document," as used in this Article, shall include, without limitation, any writing, instrument, agreement, letter, memorandum, chart, graph, blueprint, photograph, financial statement or data, telex, facsimile, cable, tape, disk or other electronic, digital, magnetic, laser or other recording or image in whatever form or medium), papers and materials and notes thereon in each party's possession, including copies or reproductions thereof, to the extent they contain Confidential Information of the party; provided, however, the foregoing shall not apply to Confidential Information to the extent it is a part of any license or other ongoing agreement between the parties following termination or expiration of this Agreement or that survives the termination or expiration of this Agreement. In addition, each party shall be entitled to retain one copy of the other party's Confidential Information in such party's legal files solely for purposes of resolving Disputes. Each party agrees that it will protect the confidentiality of Confidential Information through the exercise of the same procedures that it uses in preserving and safeguarding its own proprietary information, which procedures shall at a minimum constitute reasonable care. Each party will limit access to Confidential Information to only those of its employees, agents and contractors having a need-to-know in connection with this Agreement. When a party discloses Confidential Information to any of its employees, agents or contractors, such party will inform them of the restrictions on duplication, use and disclosure to third parties.

Limited Use and Access. Each party and its Affiliates shall keep in confidence and use at least commercially reasonable efforts to prevent the unauthorized duplication, use and disclosure of Confidential InformationInformation of the other party and/or its Affiliates. Confidential Information of the disclosing party and/or its Affiliates may only be used for furthering the purposes of this Agreement and providing the Services and Operating Services hereunder. Each party shall, upon expiration or termination of this Agreement or otherwise upon demanddemand with respect to Confidential Information no longer needed for purposes of this Agreement, at the other party's option, either return to the other party or destroy and certify in writing to the other party the destruction of any and all documents (the term "document," as used in this Article, shall include, without limitation, includes any writing, instrument, agreement, letter, memorandum, chart, graph, blueprint, photograph, financial statement or data, telex, facsimile, cable, tape, disk or other electronic, digital, magnetic, laser or other recording or image in whatever form or medium), papers and materials and notes thereon in each party's possession, including copies or reproductions thereof, to the extent they contain Confidential Information of the partyother party and/or its Affiliates; provided, however, the foregoing shall not apply to Confidential Information to the extent it is a part of any license or other ongoing agreement between the parties following termination or expiration of this Agreement or that survives the termination or expiration of this Agreement. In additionthat, each party shall be entitled to may retain one a copy of such the other party's (and/or its Affiliates) Confidential Information in only to the extent required to comply with Laws, for internal audit purposes and to establish or protect such party's legal files solely for purposes of resolving Disputesrights under this Agreement. Each party agrees that it will protect the confidentiality of Confidential Information of the other party and its Affiliates through the exercise of the same procedures that it uses in preserving and safeguarding its own proprietary informationConfidential Information, which procedures shall at a minimum constitute reasonable care. Each party will limit access to Confidential Information of the other party and/or its Affiliates to only those of its employees, agents and contractors having a need-to-know in connection with this Agreement. When a Each party discloses and its Affiliates will advise their respective employees to whom disclosure of Confidential Information to any of its employees, agents or contractors, such party will inform them of the restrictions on duplication, use and disclosure other party and/or its Affiliates is made of the obligations hereunder to third partiesprotect the Confidential Information of the other party and/or its Affiliates.

Limited Use and Access. Each party shall keep in confidence and prevent ---------------------- the unauthorized duplication, use and disclosure of Confidential Information. Confidential Information may only be used for furthering the purposes of this Agreement and providing the Services hereunder. Each party shall, upon expiration or termination of this Agreement or otherwise upon demand, at the other party's option, either return to the other party or destroy and certify in writing to the other party the destruction of any and all documents (the term "document," as used in this Article, shall include, without limitation, any writing, instrument, agreement, letter, memorandum, chart, graph, blueprint, photograph, financial statement or data, telex, facsimile, cable, tape, disk or other electronic, digital, magnetic, laser or other recording or image in whatever form or medium), papers and materials and notes thereon in each party's possession, including copies or reproductions thereof, to the extent they contain Confidential Information of the party; provided, however, the foregoing shall not apply to Confidential Information to the extent it is a part of any license or other ongoing agreement between the parties following termination or expiration of this Agreement or that survives the termination or expiration of this Agreement. In addition, each party shall be entitled to retain one copy of the other party's Confidential Information in such party's legal files solely for purposes of resolving Disputes. Each party agrees that it will protect the confidentiality of Confidential Information through the exercise of the same procedures that it uses in preserving and safeguarding its own proprietary information, which procedures shall at a minimum constitute reasonable care. Each party will limit access to Confidential Information to only those of its employees, agents and contractors having a need-to-know in connection with this Agreement. When a party discloses Confidential Information to any of its employees, agents or contractors, such party will inform them of the restrictions on duplication, use and disclosure to third parties.