Common use of Confidentiality; Non-Disclosure Clause in Contracts

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason of its relationship with the other Party hereunder, it may have access to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential to the other Party (“Confidential Information”). Each Party’s Confidential Information is of substantial value to the Party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason of its relationship with the other Party hereunder, it may have access to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential to the other Party (“Confidential Information”). Each Party’s Confidential Information is of substantial value to the Party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; , (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) is required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-non- disclosure or confidentiality agreement that is still in effect on the Order Effective Date effective date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason agrees not to disclose any Confidential Information of its relationship with the other Party hereunder, it may except to those employees and consultants who have access a need to confidential information know and materials concerning provided that each person to whom Confidential Information is disclosed agrees to be bound by the same terms regarding the disclosure and use of Confidential Information as set forth in this Article 8. Each Party further agrees not to use or disclose the Confidential Information of the other Party’s businessParty except as otherwise permitted by this Agreement, technologyor as may be necessary to exercise its rights or perform its obligations under this Agreement. Nothing contained in this Article 8 shall prevent either Party from disclosing any Confidential Information of the other Party to: (a) regulatory agencies for the purpose of obtaining approval to distribute and market Products; provided, and/or products however, that all reasonable steps are taken to [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED maintain the confidentiality of such Confidential Information to be disclosed; (b) to accountants, lawyers or other professional advisors or in connection with a merger, acquisition, securities offering or other strategic transaction, subject in each case, to the recipient entering into an agreement to protect such Confidential Information from disclosure; or (c) is confidential required by law or regulation to be disclosed; provided, however, that the Party subject to such disclosure requirement has provided written notice to the other Party (“Confidential Information”). Each Party’s Confidential Information is promptly upon receiving notice of substantial value such requirement in order to enable the Party, which value could be impaired if such information was disclosed other Party to third parties seek a protective order or used in violation otherwise prevent disclosure of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges 14.1 For purposes of this Agreement, the term "Confidential Information" will mean non-public information that either party designates as being confidential or which, under the circumstances surrounding disclosure, reasonably ought to be treated as confidential. Confidential Information disclosed to a party by reason any employee, agent, representative, or affiliate of its relationship with the other Party hereunder, it may have access party is covered by this Agreement. 14.2 Confidential Information will not include any information that: (i) is or subsequently becomes publicly available without a breach of any obligation of confidentiality owed to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential a party under this Agreement or by any third party; (ii) was already known to a party prior to the other Party party's disclosure of such information; (“Confidential Information”)iii) became known to a party from a source other than the other party and other than by a breach of an obligation of confidentiality owed to the party by such source; or (iv) is independently developed by a party. Each Party’s 14.3 Neither party will disclose any Confidential Information is of substantial value to the Party, which value could be impaired if such information was disclosed to third parties for at least five (5) years following the date of its disclosure. Provided, however, that a party may disclose Confidential Information to its professional advisors on a need to know basis if such advisors have agreed to keep such information confidential in the same or used a substantially similar manner as provided for in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it Neither party will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except as expressly permitted by, or as required to perform its duties or exercise its rights under achieve the purposes of, this Agreement. The 14.4 Notwithstanding anything contained in 14(c) to the contrary, a party may disclose Confidential Information restrictions will not apply to in accordance with a judicial or other governmental order or as may be required by statute. Provided, however, that a party so disclosing Confidential Information (the "Disclosing Party") will give the other party (the "Protected Party") as much advance notice as reasonably possible of any such disclosure so that is (a) already known the Protected Party may seek a protective order or other remedy. The Disclosing Party will comply with any protective order or equivalent relating to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event such a protective order is not obtained, the Disclosing Party will use its reasonable best efforts to ensure that only the Parties hereto have previously entered into minimum portion of the Confidential Information necessary to comply with the law is disclosed. 14.5 Each party will take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information of a non-disclosure or confidentiality agreement that is still in effect on similar nature, to keep confidential the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant heretoConfidential Information.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason of its relationship with the other Party hereunder, it may have access to confidential information and materials concerning the other Party’s 's business, technology, and/or products that is confidential to the other Party (“"Confidential Information”"). Each Party’s Confidential Information is of substantial value to the Party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreementthese Terms of Use, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would undertake to protect such Confidential Information. Neither Party may use the other Party’s 's Confidential Information except to perform its duties or exercise its rights under this Agreementthese Terms of Use including the Privacy Policy. The Confidential Information restrictions will not apply to Confidential Information information or data that is is: (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, ; (c) independently developed by the receiving Party without benefit of the disclosing Party’s 's Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreementthese Terms of Use; or (f) is required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendumthese Terms of Use, each Party will return to, or irretrievably destroy, the other Party’s 's Confidential InformationInformation in its possession. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreementthese Terms of Use, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement these Terms of Use ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason ‌ By virtue of its relationship with the other Party hereunderagreement, it XXXXX and the Purchaser may receive or otherwise have access to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential to the other Party one another (“Confidential Informationconfidential information”). Each Party’s Confidential Information is of substantial value information shall include but not be limited to the Partypricing under the agreement, which value could be impaired if such XXXXX and its related supplier’s technologies, Equipment, Firmware and Software, services, operations or Purchasers, including without limitation, with respect to XXXXX’x information was disclosed to third parties and documentation regarding or used contained in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified System, Equipment, and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visuallydocumentation regarding the System and the Equipment, Confidential Information must be and all information clearly identified as confidential at the time of disclosure. Confidential information shall not include information that: • is or becomes a part of the public domain through no act or omission of the other party; • was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; • is lawfully disclosed to the other party by a third party without restriction on the disclosure, with subsequent confirmation ; or • is independently developed by the other party. The receiving party shall preserve Confidential Information received from the originating party in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of confidence and shall refrain from disclosing such Information to any third party without the prior written authorization from the originating party, such Confidential Information, except as authorized under . During the term of this Agreement, and will protect the receiving party shall use Confidential Information at least to received from the same extent as it protects originating party solely in connection with the performance of its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights obligations under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed disclosure-and-use obligations set forth above shall be considered satisfied by the receiving Party without benefit party through the exercise of the disclosing Party’s degree of care used to restrict disclosure and use of its own information of like kind and importance, but in no event less than reasonable care. Upon termination of the Agreement and unless instructed to do otherwise by the originating party, the receiving party shall cease use of and return or destroy all of the Confidential Information; (d) has been rightfully , if any, received from a third the originating party. The originating party may request, and the receiving party shall provide, written certification of the return or destruction of such Information. Purchaser acknowledges that violation of the provisions of this Section could cause irreparable harm to XXXXX not under obligation adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action posting bond to prevent any actual or threatened violation of such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant heretoprovisions.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason ‌ By virtue of its relationship with the other Party hereunderagreement, it KUNAK and the Purchaser may receive or otherwise have access to confidential information and materials concerning the other Party’s business, technology, and/or products that is confidential to the other Party one another (“Confidential Informationconfidential information”). Each Party’s Confidential Information is of substantial value information shall include but not be limited to the Partypricing under the agreement, which value could be impaired if such KUNAK and its related supplier’s technologies, Equipment, Firmware and Software, services, operations or Purchasers, including without limitation, with respect to XXXXX’x information was disclosed to third parties and documentation regarding or used contained in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified System, Equipment, and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visuallydocumentation regarding the System and the Equipment, Confidential Information must be and all information clearly identified as confidential at the time of disclosure. Confidential information shall not include information that: • is or becomes a part of the public domain through no act or omission of the other party; • was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; • is lawfully disclosed to the other party by a third party without restriction on the disclosure, with subsequent confirmation ; or • is independently developed by the other party. The receiving party shall preserve Confidential Information received from the originating party in writing within fifteen (15) days after disclosure. Each Party agrees that it will not use in any way for its own account or the account of confidence and shall refrain from disclosing such Information to any third party without the prior written authorization from the originating party, such Confidential Information, except as authorized under . During the term of this Agreement, and will protect the receiving party shall use Confidential Information at least to received from the same extent as it protects originating party solely in connection with the performance of its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither Party may use the other Party’s Confidential Information except to perform its duties or exercise its rights obligations under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (a) already known to the receiving Party at the time of access hereunder; (b) is or becomes publicly available through no wrongful act of the receiving Party, (c) independently developed disclosure-and-use obligations set forth above shall be considered satisfied by the receiving Party without benefit party through the exercise of the disclosing Party’s degree of care used to restrict disclosure and use of its own information of like kind and importance, but in no event less than reasonable care. Upon termination of the Agreement and unless instructed to do otherwise by the originating party, the receiving party shall cease use of and return or destroy all of the Confidential Information; (d) has been rightfully , if any, received from a third the originating party. The originating party may request, and the receiving party shall provide, written certification of the return or destruction of such Information. Purchaser acknowledges that violation of the provisions of this Section could cause irreparable harm to KUNAK not under obligation adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of confidentiality; (e) disclosed in any legal proceeding arising from or in connection with this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action posting bond to prevent any actual or threatened violation of such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant heretoprovisions.

Confidentiality; Non-Disclosure. Each Party hereto acknowledges that by reason By virtue of its relationship with the other Party hereunderagreement, it CureMD and the Customer may have access to confidential information and materials concerning the other Party’s business, technology, and/or products that is i s confidential to the other Party one another (“Confidential Informationconfi dential information”). Each Party’s Confidential Information is of substantial value information shall include but not be l imited to the Partypricing under the agreement, which value could be impaired if such CureMD and its related supplier’s technologies, products, services, operations or customers, including without limitation, with respect to CureMD’s information was disclosed to third parties and documentation regarding or used contained in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified System, Equipment, and labeled as Confidential Information belonging to the disclosing Party. When disclosed orally or visuallydocumentation regarding the System and the Equipment, Confidential Information must be and all information clearly identified as confidential at the time of disclosure. Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) i s lawfully disclosed to the other party by a third party without restriction on the disclosure, with subsequent confirmation in writing within fifteen ; or (15d) days after disclosurei s independently developed by the other party. Each Party party agrees that it will (a) i t shall not use in any way the Confidential Information of the other party except as necessary for its own account the performance of i ts activities as expressly authorized by this Agreement, (b) i t shall not disclose or grant the account use of any third the Confidential Information of the other party, except to such of i ts directors, officers or employees that need to know such Confidential Information, except Information for the purpose of performing i ts activities as expressly authorized under by this Agreement, and will protect (c) i t s hall not disclose or grant the use of the Confidential Information at least of the other party to any third party without the same prior written consent of the other party. To the extent as it protects its own that disclosure is authorized by this Agreement, prior to disclosure, the party mak ing the disclosure shall obtain written agreement of any such recipient to hold in confidence and not make use of the Confidential Information and to for any purpose other than those permitted by this Agreement. Each party shall notify the same extent that a reasonable person would protect such other party promptly upon discovery of any unauthorized use or disclosure of the other party's Confidential Information. Neither Party may use Except as otherwise provided in this Section 13, during the other Party’s Confidential Information except term of this Agreement and for a period of three (3) years thereafter, Customer shall not disclose any terms or conditions of this Agreement to perform its duties or exercise its rights under this Agreementany third party without the prior written consent of CureMD. The Confidential Information restrictions will confidentiality obligations contained in this Section 13 shall not apply to the extent that such disclosure is reasonably necessary to comply with an applicable law, regulation of a governmental agency or order of a court of competent jurisdiction, provided that the party making the disclosure shall provide written notice thereof to the other party and a reasonable opportunity to object to such disclosure or to request confidential treatment of the Confidential Information subject to such disclosure, and shall reasonably cooperate with the other party in i ts efforts to preserve the confidentiality thereof. Upon written notifica tion by the disclosing party, all Confidential Information of the disclosing party, and all copies thereof shall be destroyed or returned and not retained by the receiving party in any form or for any reason and, upon request, i t shall furnish written confirmatio n that is (a) already known i t has done so. No license to the receiving Party at the time of access hereunder; (b) is party, under any trademark, patent, copyright or becomes publicly available through no wrongful act of the receiving Partyother right, (c) independently developed which i s now or may thereafter be owned by the receiving Party without benefit of the disclosing Party’s Confidential Information; (d) has been rightfully received from a third party not under obligation of confidentiality; (e) disclosed in party, or any legal proceeding arising from subsidiary thereof, is either granted or in connection with implied by this Agreement; or (f) required to be disclosed by law, provided the Party compelled to disclose the Confidential Information provides the Party owning the Confidential Information with prior written notice of disclosure (only if legally permissible) adequate for the owning Party to take reasonable action to prevent such disclosure. Unless otherwise agreed to by both Parties, upon termination of this Agreement or an applicable Addendum, each Party will return the other Party’s Confidential Information. In the event that the Parties hereto have previously entered into a non-disclosure or confidentiality agreement that is still in effect on the Order Effective Date of this Agreement, then the Parties hereto agree that such prior agreement is hereby merged into and superseded by this Agreement ONLY with respect to the subject matter hereof and the transactions undertaken pursuant hereto.