Common use of Confidentiality and Use Clause in Contracts

Confidentiality and Use. The Receiving Party recognizes and agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party's business and that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Agreement. The Receiving Party shall use, and ensure that its Representatives use, reasonable care that is at least as protective as the efforts it uses with respect to its own confidential information to safeguard the Disclosing Party's Confidential Information from use or disclosure other than as permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement. As a condition to being provided with such Confidential Information, the Receiving Party agrees that it will (a) not use or permit the use of the Disclosing Party's Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; (b) maintain the Disclosing Party's Confidential Information in strict confidence and not disclose or make available the Disclosing Party's Confidential Information to any person or entity without the Disclosing Party's prior written consent, provided, however, that the Receiving Party may disclose the Confidential Information to its Representatives who: (i) have a "need to know" for purposes of any performance, or exercise of any rights with respect to such Confidential Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Confidential Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Confidential Information under this Agreement; and (iii) are themselves bound by written restricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, provided, further, that the Receiving Party shall be responsible for ensuring its Representatives' compliance with, and shall be liable for any breach by its Representatives, of this Agreement and (c) notify the Disclosing Party in writing promptly of any unauthorized disclosure or use of the Disclosing Party's Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights and other rights therein.

Confidentiality and Use. The Receiving A Party recognizes and agrees that the shall not disclose to any person or issue any press release or otherwise publish any Confidential Information of the Disclosing other Party is critical to the Disclosing Party's business and that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided by any means or in any form other than any disclosure expressly permitted by this Agreement. The Receiving A Party shall usenot use any Confidential Information of the other Party for any purpose, and ensure including taking measures that its Representatives usewould avoid creating a premature bar to a US or foreign patent application or any other use detrimental to the other Party, reasonable care other than any use that is at least as protective as expressly permitted by this Agreement or any use that is necessary for the efforts it uses with respect recipient Party to its own confidential information to safeguard the Disclosing Party's Confidential Information from use or disclosure other than as permitted under this Agreement. Without limiting the foregoing, the Receiving Party shall maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement. As a condition to being provided with such Confidential Information, the Receiving Party agrees that it will (a) not use or permit the use of the Disclosing Party's Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; . Each Party shall employ the same reasonable safeguards in receiving, storing, transmitting, and using proprietary confidential information that prudent organizations normally exercise with respect to their own property of significant value. A Party may disclose Confidential Information to (a) its Affiliates and its and their respective directors, officers, employees and professional advisers (“Representatives”) solely on a need to know basis in connection with the purposes of this Agreement or the Reseller Agreement, provided that each such Representative agrees to be bound by the terms of this Section or (b) maintain the Disclosing other Party or such other Party's Confidential Information in strict confidence and not disclose or make available the Disclosing Party's Confidential Information to any person or entity without the Disclosing Party's prior written consent, provided, however, that the Receiving ’s Representatives. A Party may disclose the Confidential Information to its Representatives who: (i) have a "need to know" for purposes of any performance, or exercise of any rights with respect to such Confidential Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Confidential Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Confidential Information under this Agreement; and (iii) are themselves bound by written restricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, provided, further, that the Receiving Party shall be responsible for ensuring its Representatives' compliance with, and shall be liable for any breach of this Section by any of its Representatives. If a Party or any of its Representatives is required by law or regulation or otherwise becomes legally compelled (by deposition, interrogatory, request for information or documents, subpoena, civil investigative demand, governmental agency action or similar process) to disclose any Confidential Information of the other Party to a person not otherwise permitted to receive such Confidential Information, then, any disclosure pursuant thereto shall not breach this Agreement if it complies with the provisions in the next two sentences. To the extent legally permissible, such Party and/or such of its Representatives, as the case may be, shall provide such other Party with prompt written notice of this Agreement such legal requirement or compulsion and shall cooperate with such other Party in seeking a protective order or other appropriate remedy. If such protective order or other remedy is not obtained or reasonably obtainable, or if such other Party waives compliance with the provisions hereof, then the legally compelled Party or Representative, as the case may be, (i) may disclose to the person compelling disclosure only that portion of such Confidential Information that such Party or Representative is advised by opinion of its legal counsel is legally required to be disclosed and (cii) notify shall exercise its reasonable commercial efforts to ensure that such Confidential Information so disclosed will be accorded confidential treatment. A Party may disclose Confidential Information it determines is necessary or appropriate to disclose in any legal proceeding to enforce its rights against the Disclosing other Party or defend any claim by the other Party arising under this Agreement; provided such Party exercises its reasonable commercial efforts to ensure that such Confidential Information so disclosed will be accorded confidential treatment. Upon the occurrence of a Change in writing promptly of any unauthorized disclosure or use of Control, without limiting Vital Images’ other obligations herein, Toshiba shall have the Disclosing Party's right to request that Vital Images implement, and upon such request Vital Images shall implement promptly, such additional reasonable policies and procedures designed to protect Toshiba’s Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights and other rights therein.any technical information related to

Confidentiality and Use. The Receiving Party recognizes and agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party's business and that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Agreement. The Receiving Party Consultant shall use, and ensure that its Representatives representatives use, reasonable care that is at least as protective as the efforts it uses with respect to its own confidential information information, to safeguard the Disclosing Party's Confidential SANDAG’s Sensitive Information from use or disclosure other than as permitted under this the Agreement. Without limiting the foregoing, the Receiving Party Consultant shall maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement. As a condition to being provided with such Confidential Sensitive Information, Consultant agrees that, during the Receiving Party agrees that Term and for two years thereafter, it will (a) not will: • Not use or permit the use of the Disclosing Party's Confidential SANDAG’s Sensitive Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; (b) maintain • Not use or permit the Disclosing Party's Confidential use of any of SANDAG’s Sensitive Information, directly or indirectly, in any manner to the detriment of SANDAG; • Maintain SANDAG’s Sensitive Information in strict confidence and and, subject to the following Subsection, not disclose or make available the Disclosing Party's Confidential SANDAG’s Sensitive Information to any person or entity without the Disclosing Party's SANDAG’s prior written consent, provided, however, that the Receiving Party Consultant may disclose the Confidential Sensitive Information to its Representatives representatives who: (i) have a "“need to know" ” for purposes of any performance, or exercise of any rights with respect to such Confidential Sensitive Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Confidential Sensitive Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Confidential Sensitive Information under this AgreementSection; and (iii) are themselves bound by written restricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, provided, further, that the Receiving Party Consultant shall be responsible for ensuring its Representatives' representatives’ compliance with, and shall be liable for any breach by its Representativesrepresentatives, of this Agreement and (c) notify the Disclosing Party in writing promptly of any unauthorized disclosure or use of the Disclosing Party's Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights and other rights thereinSection.

Confidentiality and Use. The Receiving Party recognizes and agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party's business and that neither party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Agreement. The Receiving Party Consultant shall use, and ensure that its Representatives representatives use, reasonable care that is at least as protective as the efforts it uses with respect to its own confidential information information, to safeguard the Disclosing PartySANDAG's Confidential Sensitive Information from use or disclosure other than as permitted under this the Agreement. Without limiting the foregoing, the Receiving Party Consultant shall maintain in effect and enforce rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement. As a condition to being provided with such Confidential Sensitive Information, Consultant agrees that, during the Receiving Party agrees that Term and for two years thereafter, it will (a) not will: • Not use or permit the use of the Disclosing Party's Confidential SANDAG’s Sensitive Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement; (b) maintain • Not use or permit the Disclosing Partyuse of any of SANDAG’s Sensitive Information, directly or indirectly, in any manner to the detriment of SANDAG; • Maintain SANDAG's Confidential Sensitive Information in strict confidence and and, subject to the following Subsection, not disclose or make available the Disclosing PartySANDAG's Confidential Sensitive Information to any person or entity without the Disclosing PartySANDAG's prior written consent, provided, however, that the Receiving Party Consultant may disclose the Confidential Sensitive Information to its Representatives representatives who: (i) have a "need to know" for purposes of any performance, or exercise of any rights with respect to such Confidential Sensitive Information, under this Agreement; (ii) have been informed in writing of the highly confidential nature of the Confidential Sensitive Information and the limitations, procedures and obligations that apply to the access, use and disclosure of Confidential Sensitive Information under this AgreementSection; and (iii) are themselves bound by written restricted use and nondisclosure agreements or obligations at least as restrictive as those set forth in this Agreement, provided, further, that the Receiving Party Consultant shall be responsible for ensuring its Representativesrepresentatives' compliance with, and shall be liable for any breach by its Representativesrepresentatives, of this Agreement and (c) notify the Disclosing Party in writing promptly of any unauthorized disclosure or use of the Disclosing Party's Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights and other rights thereinSection.