Common use of Obligations Regarding Confidential Information Clause in Contracts

Obligations Regarding Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. The Receiving Party shall hold all Confidential Information in confidence. The Receiving Party: (i) shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under the Agreement; (ii) shall reproduce such Confidential Information only to the extent necessary for such purposes; (iii) shall restrict disclosure of such Confidential Information to employees , contractors, advisors or consultants that have a need to know for such purposes (with disclosure to contractors , advisors and consultants being limited to contractors, advisors and consultants that have signed a non-disclosure agreement to protect the Confidential Information of third parties); (iv) shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in the Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the enforcement of its rights under the Agreement; and (v) shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use o r publication of Confidential Information. In the event a Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to law, court order or administrative order of an agency having jurisdiction, the Receiving Party w ill, if such notice is permitted by law, notify the Disclosing Party of the requi red disclosure with sufficient time for the Disclosing Party to seek judicial relief from the required disclosure, and reasonably cooperate with the Disclosing Party in any efforts the D isclosing Party may take to obtain protective measures in respect to the required disclosure. The Parties agree that breach of this Article 7 may cause irreparable injury for which monetary damages are not an adequate remedy; accordingly, each Party may seek injunctive relief and any other available equitable remedies to enforce the provisions of this Article 7.

Obligations Regarding Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. The Receiving Party shall hold all Confidential Information in confidence. The Receiving Party: (i) shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under the Agreement; (ii) shall reproduce such Confidential Information only to the extent necessary for such purposes; (iiia) shall restrict disclosure of such Confidential Information solely to employees , contractors, advisors or consultants that have on a need to know for basis provided such purposes employees and/or consultants have executed appropriate written agreements with the Receiving Party to enable Receiving Party to comply with all provisions of this Agreement, (with disclosure to contractors , advisors and consultants being limited to contractors, advisors and consultants that have signed a non-disclosure agreement to b) shall protect the Confidential Information of third parties); (iv) shall not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in the Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the enforcement of its rights under the Agreement; and (v) shall use with at least the same degree of care (in no event less than reasonable care) and confidentiality as it uses with regard to affords its own proprietary or confidential information to prevent the disclosureinformation, unauthorized at all times exercising at least a reasonable degree of care in such protection, and (c) shall not use o r publication of Confidential Information. In the event a Receiving Party is required to disclose any Confidential Information in any manner except in furtherance of Receiving Party’s business relationship with Disclosing party, or as otherwise agreed by the Disclosing Party pursuant in writing. In addition, with respect to law, court order any product or administrative order of an agency having jurisdictionformulation delivered to the Receiving Party by the Disclosing Party, the Receiving Party w illshall not reverse engineer, if dissect, disassemble, decompile or otherwise analyze the physical or chemical construction of any such notice is permitted Confidential Information except as necessary to the evaluation of the Business Relationship. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information pursuant to an order of a court or governmental agency as so required by lawsuch order, provided that the Receiving Party shall first notify the Disclosing Party of the requi red disclosure with sufficient time for such order and afford the Disclosing Party the opportunity to seek judicial relief from the required a protective order relating to such disclosure, and reasonably cooperate with . The Receiving Party agrees to notify the Disclosing Party immediately if it learns of any use or disclosure of any Disclosing Party Confidential Information in any efforts violation of the D isclosing Party may take to obtain protective measures in terms of this Agreement. With respect to any material nonpublic information of any Disclosing Party subject to regulation by the required disclosure. The Parties agree U.S. Securities & Exchange Commission (“SEC”), the Receiving Party agrees that breach of this Article 7 may cause irreparable injury for which monetary damages are not an adequate remedy; accordinglyit will comply with SEC Regulation FD (Fair Disclosure), each Party may seek injunctive relief as amended, and any other available equitable remedies to enforce will refrain from trading in the provisions of this Article 7Disclosing Party’s stock until that nonpublic information is either publicly disseminated or deemed immaterial by the Disclosing Party.

Obligations Regarding Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. The Receiving Party shall hold all Confidential Information in confidence. The Receiving Partyshall: (i) shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under the Agreement; (ii) shall reproduce such Confidential Information only to the extent necessary for such purposes; (iii) shall restrict disclosure of such Confidential Information to employees , contractors, advisors or consultants that have a need to know for such purposes (with disclosure to contractors , advisors and consultants being limited to contractors, advisors and consultants that have signed a non-disclosure agreement to protect the Confidential Information of third parties); (iv) shall not disclose Confidential Information to Refrain from disclosing any third party without prior written approval of the Disclosing Party except as expressly provided in the Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the enforcement of its rights under the Agreement; and (v) shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use o r publication of Confidential Information. In the event a Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to third parties for five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or prerelease hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law. Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, court provided that Receiving Party either (i) gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or administrative order equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of an agency having jurisdictionprotection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party w ill, if such notice is permitted by law, shall not disclose any computer source code that contains Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order unless it complies with the requirement set forth in sub-section(i) of this Section 2(b). Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The Receiving Party will have executed or shall execute appropriate written agreements with consultants sufficient to enable Receiving Party to enforce all the provisions of this Agreement. Receiving Party shall notify the Disclosing Party immediately upon discovery of the requi red any unauthorized use or disclosure with sufficient time for the Disclosing of Confidential Information or any other breach of this Agreement by Receiving Party to seek judicial relief from the required disclosureand its employees and consultants, and reasonably will cooperate with the Disclosing Party in any efforts every reasonable way to help Disclosing Party regain possession of the D isclosing Confidential Information and prevent its further unauthorized use or disclosure. Receiving Party may take to obtain protective measures in respect shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the required disclosure. The Parties agree that breach Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of this Article 7 may cause irreparable injury for which monetary damages are not an adequate remedy; accordingly, each Party may seek injunctive relief and any other available equitable remedies to enforce the provisions of this Article 7same.

Obligations Regarding Confidential Information. Confidential Information is the property of the Disclosing Party and shall be returned to the Disclosing Party upon request. The Receiving Party shall hold all Confidential Information in confidence. The Receiving Partyshall: (i) shall use such Confidential Information only for the purposes of performing its obligations and/or enforcing its rights under the Agreement; (ii) shall reproduce such Confidential Information only to the extent necessary for such purposes; (iii) shall restrict disclosure of such Confidential Information to employees , contractors, advisors or consultants that have a need to know for such purposes (with disclosure to contractors , advisors and consultants being limited to contractors, advisors and consultants that have signed a non-disclosure agreement to protect the Confidential Information of third parties); (iv) shall not disclose Confidential Information to Refrain from disclosing any third party without prior written approval of the Disclosing Party except as expressly provided in the Agreement or as required by law, by court order, by administrative order of an agency having jurisdiction, or in the enforcement of its rights under the Agreement; and (v) shall use at least the same degree of care (in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use o r publication of Confidential Information. In the event a Receiving Party is required to disclose Confidential Information of the Disclosing Party pursuant to third parties for five (5) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c) of this Agreement: Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep confidential the Confidential Information of the Disclosing Party. Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party’s business relationship with Disclosing Party, and only as otherwise provided hereunder; and Refrain from reverse engineering, decompiling or disassembling any software code and/or prerelease hardware devices disclosed by Disclosing Party to Receiving Party under the terms of this Agreement, except as expressly permitted by applicable law. Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order, court provided that Receiving Party either (i) gives the undersigned Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or administrative order equivalent, or (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of an agency having jurisdictionprotection afforded under applicable law or regulation. Notwithstanding the foregoing, the Receiving Party w ill, if such notice is permitted by law, notify the Disclosing Party shall not disclose any computer source code that contains Confidential Information of the requi red disclosure with sufficient time for the Disclosing Party to seek judicial relief from the required disclosure, and reasonably cooperate with the Disclosing Party in any efforts accordance with a judicial or other governmental order unless it complies with the D isclosing requirement set forth in sub-section (i) of this Section 2(b) The undersigned Receiving Party may take disclose Confidential Information only to obtain protective measures in respect to the required disclosureReceiving Party’s employees and consultants on a need-to-know basis. The Parties agree that breach of this Article 7 may cause irreparable injury for which monetary damages are not an adequate remedy; accordingly, each undersigned Receiving party will have executed or shall execute appropriate written agreements with third parties sufficient to enable Receiving Party may seek injunctive relief and any other available equitable remedies to enforce all the provisions of this Article 7Agreement. Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and its employees and consultants and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party’s option, certify destruction of the same.