Common use of Maintenance of Confidentiality Clause in Contracts

Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the receiving party employs with respect to its confidential materials). Each party shall ensure that its employees who have access to the other party’s Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employees. No party shall make any copies of the other party’s Confidential Information except upon the other party’s prior written approval. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain the property of the disclosing party. Each party shall reproduce the other party’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information shall promptly notify the party disclosing such Confidential Information of any use or disclosure of such Confidential Information in violation of this Agreement of which the receiving party becomes aware.

Maintenance of Confidentiality. Each party (a) The Receiving Party may disclose Confidential Information only on a “need-to-know basis” to its affiliates, officers, employees and independent contractors who require such information to accomplish the Purpose and who, prior to any receipt of any Confidential Information, are subject to written obligations of non-disclosure and non-use vis-à-vis the Confidential Information at least as stringent as those provided in this Agreement. Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other partyDisclosing Party. Without limiting the foregoing, each party Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions care. The Receiving Party will protect the receiving party employs with respect to its confidential materials). Each party shall ensure that its employees who have access to secrecy of and avoid disclosure and unauthorized use of the other party’s Confidential Information have signed a non-with at least the same degree of care used to protect its own most sensitive confidential information from unauthorized use and non-disclosure agreement or disclosure, but in content similar to the provisions of this Agreement or are otherwise legally obligated any event with no less than reasonable care. Receiving Party shall not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employees. No party shall make any copies of the other party’s Confidential Information except upon the other party’s prior written approval. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain Disclosing Party unless the property of Disclosing Party previously approves the disclosing partysame in writing. Each party Receiving Party shall reproduce the other party’s Disclosing Party's proprietary rights notices on any such authorized approved copies, in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information Receiving Party shall promptly notify the party disclosing such Confidential Information Disclosing Party of any use or disclosure of such Confidential Information in violation of this Agreement of which the receiving party Receiving Party becomes aware.

Maintenance of Confidentiality. Each party agrees that it The Receiving Party and its Representatives shall (a) take reasonable measures to protect the secrecy of of, and avoid disclosure and unauthorized use of of, the Confidential Information of the other party. Without Disclosing Party; without limiting the foregoing, each party the Receiving Party shall take at least those measures that it takes employs to protect its own confidential information of a similar nature, but in no case less than reasonable care ; (including, without limitation, all precautions the receiving party employs with respect to its confidential materials). Each party shall ensure that its employees who have access to the other party’s Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated b) not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employees. No party shall make any copies of the other party’s Confidential Information except upon the other party’s prior written approval. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain Disclosing Party except as needed for the property performance of the disclosing party. Each party shall Receiving Party’s obligations or the exercise of the Receiving Party’s rights under this Agreement or as otherwise approved in writing by the Disclosing Party; and (c) reproduce the other partyDisclosing Party’s proprietary confidential rights notices on any such authorized copies, copies in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information The Receiving Party shall promptly notify the party disclosing such Disclosing Party of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of the Disclosing Party’s Confidential Information of which the Receiving Party or its Representatives become aware. Each Party will be responsible for any use or disclosure of such Confidential Information in violation breach of this Agreement of which the receiving party becomes awareby its Representatives.

Maintenance of Confidentiality. Each party The Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other partyInformation. Without limiting the foregoing, each party the Receiving Party shall take at least those measures that it takes they take to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the receiving party employs with respect to its confidential materials)care. Each party The Receiving Party shall ensure that that, prior to any disclosure of Confidential Information to such employees or representatives, its employees or representatives who have access to the other party’s Confidential Information have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employees. No party The Receiving Party shall not make any copies of the other party’s Confidential Information except upon the other partyDisclosing Party’s prior written approval. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain the property of the disclosing party. Each party shall reproduce the other party’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information The Receiving Party shall promptly notify the party disclosing such Confidential Information Disclosing Party of any use or disclosure of such any Confidential Information in violation of this Agreement of which the receiving party Receiving Party becomes awareaware and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

Maintenance of Confidentiality. Each party Receiving Party acknowledges the confidential and secret character of the Confidential Information, and agrees that the Confidential Information is and will remain the sole property of the Discloser. Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other partyInformation. Without limiting the foregoing, each party Receiving Party shall take at least those measures that it Receiving Party takes to protect its own most highly confidential information to protect Confidential Information of a similar natureDiscloser, but and in no case event less than reasonable care (includingcare, without limitationand shall require its consultants, all precautions the receiving party employs with respect advisors, service providers or other authorized representatives who are permitted under this Agreement to its confidential materials). Each party shall ensure that its employees who have access to Confidential Information, to sign an agreement imposing upon such person restrictions on use and disclosure of the other party’s Confidential Information have signed a non-use and non-disclosure agreement that are at least as restrictive as those in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential InformationAgreement, prior to any disclosure of Confidential Information to such employeesperson. No party Receiving Party shall be responsible for the breach of this Agreement by its authorized representatives. Receiving Party shall not make any copies of the other party’s Confidential Information except upon unless the other party’s prior written approvalsame are previously approved in writing by Discloser. Any reproduction, whether or not authorized, by the receiving party reproduction of any Confidential Information of the disclosing party shall be and remain the property of the disclosing party. Each party Discloser and Receiving Party shall reproduce the other partyDiscloser’s proprietary rights notices on any such authorized approved copies, in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information Receiving Party shall promptly immediately notify Discloser in the party disclosing such Confidential Information event of any unauthorized use or disclosure of such the Confidential Information in violation of this Agreement of which the receiving party becomes awareInformation.

Maintenance of Confidentiality. Each party Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other partyInformation. Without limiting the foregoing, each party Receiving Party shall take at least those measures that to protect the Confidential Information as it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the receiving party employs with respect to its confidential materials)care. Each party Receiving Party shall ensure that its employees any Representatives who have access to the other party’s Confidential Information have signed a non-use and non-disclosure agreement agreed in content similar writing to the provisions of be bound by this Agreement or are otherwise legally obligated not bound in writing to disclose such protect Confidential InformationInformation as provided in this Agreement, prior to any disclosure of Confidential Information. All Confidential Information must be retained by the Receiving Party in a secure place with access limited to only such employees. No party shall make any copies of the other partyReceiving Party’s Confidential Information except upon Representatives as have fulfilled the other party’s prior written approvalrequirements specified in this Agreement. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain the property of the disclosing party. Each party Receiving Party shall reproduce the other partyDisclosing Party’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information Receiving Party shall promptly immediately notify the party disclosing such Confidential Information Disclosing Party of any use or disclosure of such the Confidential Information in violation of this Agreement of which the receiving party Receiving Party becomes aware.

Maintenance of Confidentiality. Each party agrees that it The Recipient shall maintain the Disclosing Party’s Confidential Information in the strictest confidence and shall take reasonable all necessary measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other partyDisclosing Party. Without limiting the foregoing, each party the Recipient shall take at least those measures that it takes to protect its own confidential information Confidential Information of a like or similar nature, but in no case not less than a reasonable care (includingdegree of care, without limitation, all precautions the receiving party employs with respect to its confidential materials). Each party and shall ensure that its employees who have access to the other party’s Confidential Information of the Disclosing Party have signed a non-use and non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Informationhereof, prior to any disclosure of Confidential Information to such employees. No party The Recipient shall promptly report to the Disclosing Party actual or suspected violation of the terms of this Agreement and will take reasonable further steps requested by the Disclosing Party to prevent, control or remedy any such violation. Recipient shall not make any copies of the other party’s Confidential Information except upon the other party’s prior written approval. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain Disclosing Party unless the property of same are previously approved in writing by the disclosing partyDisclosing Party. Each party Recipient shall reproduce the other partyDisclosing Party’s proprietary rights and /or confidentiality notices on any such authorized approved copies, in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information shall promptly notify the party disclosing such Confidential Information of any use or disclosure of such Confidential Information in violation of this Agreement of which the receiving party becomes aware.

Maintenance of Confidentiality. Each party Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other partyDisclosing Party. Without limiting the foregoing, each party Receiving Party shall take at least those measures that it takes to protect its own most highly confidential information of a similar nature, but in no case circumstances less than reasonable care (includingcare. Neither Receiving Party shall disclose the Disclosing Party's Confidential Information to any person or entity other than its officers, without limitationemployees, all precautions the receiving party employs with respect to its confidential materials). Each party shall ensure that its employees consultants, contractors and financial and legal advisors who have need access to the other party’s such Confidential Information have signed a non-use and non-disclosure agreement in content similar order to effect the provisions intent of this Agreement and who have entered into written confidentiality agreements with or are otherwise legally obligated not have confidentiality obligations to disclose such Confidential Informationthe Receiving Party consistent with this Section, prior to any disclosure of Confidential Information to such officers, employees, consultants, contractors and financial and legal advisors. No party Neither Receiving Party shall make any copies of the other party’s Confidential Information except upon the other party’s prior written approval. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain Disclosing Party unless such copies are previously approved in writing by the property of the disclosing partyDisclosing Party or authorized under this Agreement. Each party Receiving Party shall reproduce the other party’s Disclosing Party's proprietary rights notices on any such authorized approved copies, in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information shall promptly notify the party disclosing such Notwithstanding anything in this Section, a Receiving Party may disclose Confidential Information of any use or disclosure the Disclosing Party if and to the extent the Receiving Party is required by law to disclose such Confidential Information, provided that the Receiving Party gives the Disclosing Party prompt written notice of such Confidential Information requirement, to the extent allowed by law, prior to such disclosure and assistance in violation of this Agreement of which obtaining an order protecting the receiving party becomes awareinformation from public disclosure.

Maintenance of Confidentiality. Each party The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other partyDisclosing Party. Without limiting the foregoing, each party Party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the receiving party Receiving Party employs with respect to its confidential materials). Each party The Receiving Party shall ensure that only its employees Related Parties who have a need to know will have access to the other partyDisclosing Party’s Confidential Information and have signed a non-use non‑use and non-disclosure non‑disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employeesRelated Parties. No party shall make any copies of the other party’s Confidential Information except upon the other party’s prior written approval. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain the property of the disclosing party. Each party The Receiving Party shall reproduce the other partyDisclosing Party’s proprietary rights notices on any such authorized copiesprinted or copied documents, in the same manner in which such notices were set forth in or on the original. A party Party receiving Confidential Information shall promptly notify the party Party disclosing such Confidential Information of any use or disclosure of such Confidential Information in violation of this Agreement of which the receiving party Receiving Party becomes aware.

Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information Confidential Information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the receiving party Receiving Party employs with respect to its Confidential Information and confidential materials). Each party shall ensure that its employees Representatives who have access to the other party’s 's Confidential Information have signed a non-use and non-disclosure agreement at least as broad in content similar to scope as the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information, prior to any disclosure of Confidential Information to such employeesRepresentatives. No party shall make any copies of the other party’s 's Confidential Information except upon the other party’s 's prior written approval. Any reproduction, whether or not authorized, by the receiving party of any Confidential Information of the disclosing party shall be and remain the property of the disclosing party. Each party shall reproduce the other party’s 's proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. A party receiving Confidential Information The Receiving Party shall promptly notify the party disclosing such Confidential Information Disclosing Party of any use or disclosure of such Confidential Information in violation of this Agreement of which the receiving party Receiving Party becomes aware. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. The Parties agree not to publish or publicly circulate any materials received in the course of doing business. If any materials need to be distributed amongst either party’s approved agents or Affiliates in the course of doing business, the materials must be password protected and reasonable efforts must be maintained to prevent disclosure or distribution of the passwords or of any secure information regarding the ability to gain access to the materials.