Common use of Nondisclosure and Non-Use Clause in Contracts

Nondisclosure and Non-Use. Each Party agrees that a Party (the “Receiving Party”) which receives the Confidential Information of the other Party (the “Disclosing Party”) pursuant to this Agreement or any Ancillary Agreement shall: (a) maintain in confidence such Confidential Information using not less than the efforts that such Receiving Party uses to maintain in confidence its own proprietary information of similar kind and value, but in no event less than a reasonable degree of efforts; (b) not disclose such Confidential Information to any Third Party without first obtaining the prior written consent of the Disclosing Party, except for disclosures expressly permitted pursuant to this Article 16 (Confidentiality); and (c) not use such Confidential Information for any purpose except those expressly permitted under this Agreement or any Ancillary Agreement. The obligations of confidentiality, non-disclosure and non-use under this Section 16.1 (Nondisclosure and Non-Use) will be in full force and effect from the Effective Date until [*] years following the Term for any Confidential Information that is not identified by either Party as a trade secret, and for all such Confidential Information that is identified by either Party as a trade secret, in perpetuity. Upon the expiration or termination of this Agreement and at the request of the Disclosing Party, the Receiving Party will return or destroy the Confidential Information of the Disclosing Party, promptly (but in any case within [*] after the Disclosing Party’s request); provided, however, that a Party may retain: (i) Confidential Information of the Disclosing Party as necessary to exercise rights and licenses which expressly survive such termination or expiration pursuant to this Agreement; (ii) access to all other Confidential Information in archives solely for the purpose of establishing the contents thereof or in accordance with Applicable Law; and (iii) Confidential Information contained in any electronically stored backup files or other media created by or on behalf of such Party in accordance with its standard policies in the ordinary course of business.

Nondisclosure and Non-Use. Each Party agrees (for the purposes of this Section 9, a “Party” or “Parties” shall be read as including BTI) acknowledges that a Party (the “Receiving Party”) which receives the it may acquire Confidential Information of the other Party in connection with its performance of this Agreement. Each Party shall (the “Disclosing Party”i) pursuant to this Agreement or any Ancillary Agreement shall: (a) maintain in confidence such hold all Confidential Information of the other Party in confidence, using not less than the efforts same degree of care to prevent unauthorized disclosure or access that such Receiving Party it uses to maintain in confidence with its own proprietary information Confidential Information of similar kind and value, type (but in no event using less than a reasonable degree of efforts; care), (bii) shall not disclose such Confidential Information to any Third Party without first obtaining the prior written consent of the Disclosing PartyParties, except for disclosures expressly permitted pursuant or allow Third Parties to this Article 16 access it, or (Confidentiality); and (ciii) not use such the other Party’s Confidential Information for in any purpose way, commercially or otherwise, except those expressly permitted in furtherance of performing its obligations under this Agreement or any Ancillary Agreement. The obligations of confidentiality, non-disclosure and non-use under this Section 16.1 (Nondisclosure and Non-Use) will be in full force and effect from the Effective Date until [*] years following the Term for any Confidential Information that is not identified by either Party as a trade secret, and for all such Confidential Information that is identified by either Party as a trade secret, in perpetuity. Upon the expiration or termination of this Agreement and at the request of the Disclosing Party, the Receiving Party will return or destroy the Confidential Information of the Disclosing Party, promptly (but in any case within [*] after the Disclosing Party’s request); provided, however, that a each Party may retain: (i) disclose Confidential Information of the Disclosing Party as necessary to exercise rights its Affiliates and licenses which expressly survive to its and their attorneys, accountants and other confidential advisors who need to know such termination or expiration pursuant to this Agreement; (ii) access to all other Confidential Information in archives solely information for the purpose of establishing the contents thereof or in accordance with Applicable Law; and (iii) Confidential Information contained in any electronically stored backup files or other media created by or on behalf of assisting such Party in accordance connection with the activities contemplated herein or the subject matter hereof who are bound by a duty of confidentiality of even scope herewith. Also, the receiving Party may disclose the disclosing Party’s Confidential Information to the receiving Party’s agents, consultants, or other Third Parties on the condition that such Third Parties have a need to know such Confidential Information so that the receiving Party may exercise its standard policies rights and perform its obligations hereunder and agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than those confidentiality and non-use provisions contained in this Agreement (and the ordinary course receiving Party shall be liable and responsible for such Persons’ compliance with the terms of businessthis Section 9). Any Confidential Information transmitted to an employee or agent of the receiving Party shall be considered as transmitted to the receiving Party. Any information disclosed by an employee or agent of the disclosing Party shall be considered to be disclosed by the disclosing Party.

Nondisclosure and Non-Use. Each Party agrees that that, for so long as this Agreement is in effect and for a period of [***] years thereafter, a Party (the “Receiving Party”) which receives the receiving or possessing Confidential Information of the other Party (the “Disclosing Party”) pursuant to this Agreement or any Ancillary Agreement shall: will, and will cause its Affiliates and Sublicensees, and its and their respective employees, consultants, contractors, agents and other representatives (“Representatives”), to, (a) maintain in confidence such Confidential Information using not less than the efforts that such Receiving Party uses to maintain in confidence its own proprietary industrial information of similar kind and value, value (but in no event less than a reasonable degree of efforts; care), (b) not disclose such Confidential Information to any Third Party without first obtaining the prior written consent of the Disclosing Party, except for disclosures expressly permitted pursuant to this Article 16 (Confidentiality); below, and (c) not use such Confidential Information for any purpose except those expressly permitted by this Agreement, including in connection with exercising its rights or fulfilling its obligations under this Agreement or any Ancillary Agreement. The obligations of confidentiality, non-disclosure and non-use under (it being understood that this Section 16.1 clause (Nondisclosure and Non-Usec) will be in full force and effect from the Effective Date until [*] years following the Term for not create or imply any Confidential Information that is rights or licenses not identified by either Party as a trade secret, and for all such Confidential Information that is identified by either Party as a trade secret, in perpetuityexpressly granted under ARTICLE 6 (LICENSES) hereof). Upon the expiration or termination of this Agreement and at the request of the Disclosing Party, the Each Receiving Party will return be responsible for any breach of these obligations by any of its Representatives to which it discloses or destroy the provides access to any Confidential Information of the Disclosing Party, promptly (but in . Each Receiving Party will take all reasonable action under Applicable Law to enforce the confidentiality obligations hereunder against any case within [*] after the Disclosing Party’s request); provided, however, that a Party may retain: (i) of its Representatives to which it discloses or provides access to any Confidential Information of the Disclosing Party as necessary to exercise rights and licenses which expressly survive such termination or expiration pursuant to this Agreement; Party. 44 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (iiI) access to all other Confidential Information in archives solely for the purpose of establishing the contents thereof or in accordance with Applicable Law; and NOT MATERIAL AND (iiiII) Confidential Information contained in any electronically stored backup files or other media created by or on behalf of such Party in accordance with its standard policies in the ordinary course of businessWOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.