Common use of Disclosure of Proprietary Information Clause in Contracts

Disclosure of Proprietary Information. The Receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) to any person outside its organization, any Proprietary Information. The Receiving Party and its personnel shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Receiving Party shall not cause or permit reverse engineering of any Proprietary Information or recompilation or disassembly of any software programs which are part of the Proprietary Information received by it under this Agreement and shall disclose Proprietary Information only to persons within its organization who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Disclosing Party, to protect the confidentiality of such Proprietary Information. The Receiving Party shall be liable for the actions or omissions of the persons the Proprietary Information was disclosed to by them as if they were the actions or omissions of the Receiving Party. The Receiving Party shall adopt and maintain programs and procedures that are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Disclosing Party for any disclosure or misuse of Proprietary Information, which results from a failure to comply with this provision. The Receiving Party shall be fully responsible for any breach of this Agreement by its agents, representatives and employees. The Receiving Party will promptly report to the Disclosing Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Disclosing Party to prevent, control or remedy any such violation.

Disclosure of Proprietary Information. The Receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel Representatives to disclose) ), except on a confidential basis to those of its directors, officers, employees, and independent contractors, as well as those individual representatives, lenders, counsel and affiliates and each of their respective individual directors, officers, employees, representatives, lenders, counsel and affiliates, if any, (those individuals who are directly or indirectly furnished Confidential Information by a party are collectively referred to herein as the "Representatives").agents, consultants, or subcontractors who need to know in connection with the purpose for which it was disclosedevaluation or consummation of the Relationship and who are bound to preserve the confidentiality thereof, to any person outside its organization, any Proprietary Information. The Receiving Party and its personnel Representatives shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Receiving Party shall not cause or permit reverse engineering of any Proprietary Information or recompilation or disassembly of any software programs which are part of the Proprietary Information received by it under this Agreement and shall disclose Proprietary Information only to persons within its organization organizationits Representatives who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Disclosing Party, or otherwise under an obligation of confidentiality to the Receiving Party to protect the confidentiality of such Proprietary Information. The Receiving Party shall be liable for the actions or omissions of the persons the Proprietary Information was disclosed to by them as if they were the actions or omissions of the Receiving Party. The Receiving Party shall adopt and maintain programs and procedures that which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Disclosing Party for any disclosure or misuse of Proprietary Information, Information which results from a failure to comply with this provision. The Receiving Party shall be fully responsible for any breach of this Agreement by its agents, contractors, representatives and employeesemployeesRepresentatives. The Receiving Party will promptly report to the Disclosing Party any actual or suspected violation of the terms of this Agreement by its Representatives and will take all reasonable further steps reasonably requested by the Disclosing Party to prevent, control or remedy any such violation. Except as may be required by applicable law or stock exchange rules, without the prior written consent of the other party, each party will not, and will direct its Representatives not to, disclose to any person either the fact that the Proprietary Information has been made available to it, that it has inspected any portion of the Proprietary Information, the fact that discussions with respect to the Relationship are taking place or other facts with respect to these discussions, including the status thereof.

Disclosure of Proprietary Information. The Receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Proprietary Information to any person or entity except to a director, officer, employee, outside its organizationconsultant, any or advisor (collectively "Representatives") who have a need to know such Proprietary InformationInformation in the course of the performance of their duties and who are bound by a duty of confidentiality no less protective of the Disclosing Party’s Proprietary Information than this Agreement. The Receiving Party and its personnel Representatives shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Receiving Party shall not cause or permit reverse engineering of any Proprietary Information or recompilation or disassembly of any software programs products which are part of the Proprietary Information received by it under this Agreement and shall disclose Proprietary Information only to persons within its organization who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Disclosing Party, to protect the confidentiality of such Proprietary Information. The Receiving Party shall be liable for the actions or omissions of the persons the Proprietary Information was disclosed to by them as if they were the actions or omissions of the Receiving PartyAgreement. The Receiving Party shall adopt and maintain programs and procedures that which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Disclosing Party for any disclosure or misuse of Proprietary Information, Information which results from a failure to comply with this provision. The Receiving Party shall be fully responsible for any breach of this Agreement by its agents, representatives and employeesRepresentatives. The Receiving Party will promptly report to the Disclosing Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Disclosing Party to prevent, control or remedy any such violation.

Disclosure of Proprietary Information. The Receiving Party Each party shall hold in confidence, confidence and shall not disclose (or permit or suffer its personnel to disclose) to any person outside its organization, any Proprietary Information, except to such parties' attorneys, financial advisors and other representatives (each a "Representative") who need to know such information to assist a party in connection with the Possible Transaction; provided that any such Representative is advised of this Agreement and agrees to be bound by the terms and provisions hereof. The Receiving Party Each party and its personnel and Representatives, if applicable, shall use such Proprietary Information only for the purpose for which it was disclosed of evaluating the Possible Transaction and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Partydisclosing party. Without limitation of limiting the foregoing, the Receiving Party each party shall not cause or permit reverse engineering of any Proprietary Information or recompilation or disassembly of any software programs programs, developed documentation which are part of the Proprietary Information received by it under this Agreement and shall disclose Proprietary Information only to persons within its organization who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Disclosing Party, to protect the confidentiality of such Proprietary Information. The Receiving Party shall be liable for For purposes of evaluating or working on the actions or omissions of the persons the Proprietary Information was disclosed to by them as if they were the actions or omissions of the Receiving Party. The Receiving Party Possible Transaction, each party shall adopt and maintain programs and procedures that which are reasonably calculated to protect the confidentiality of the Proprietary Information it receives from the other Party hereto and shall be responsible to the Disclosing Party other party for any disclosure or misuse of the Proprietary Information, Information which results from constitutes a failure to comply with breach of this provisionAgreement. The Receiving Party Each party shall be fully responsible for any breach of this Agreement by its agents, representatives Representatives and employees. The Receiving Party Each party will promptly report to the Disclosing Party other party any actual or suspected violation of the terms of this Agreement of which it obtains actual knowledge and will take all reasonable further steps requested by the Disclosing Party other party to prevent, control or remedy any such violation.

Disclosure of Proprietary Information. The Receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) to any person outside its organization, any Proprietary Information. The Receiving Party and its personnel shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior Merger and Acquisition Advisors | Private Investment Bank 0000 XX 00xx Xxxxxx, Xxxxx 000, Xxxxxx Xxxxxx, XX 00000 Office: 000.000.0000 | Cell: 000.000.0000 xxx.xxxxxxxxxxxxxxxxxx.xxx written consent of the Disclosing Party. Without limitation of the foregoing, the Receiving Party shall not cause or permit reverse engineering of any Proprietary Information or recompilation or disassembly of any software programs which are part of the Proprietary Information received by it under this Agreement and shall disclose Proprietary Information only to persons within its organization who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Disclosing Party, to protect the confidentiality of such Proprietary Information. The Receiving Party shall be liable for the actions or omissions of the persons the Proprietary Information was disclosed to by them as if they were the actions or omissions of the Receiving Party. The Receiving Party shall adopt and maintain programs and procedures that which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Disclosing Party for any disclosure or misuse of Proprietary Information, Information which results from a failure to comply with this provision. The Receiving Party shall be fully responsible for any breach of this Agreement by its agents, contractors, representatives and employees. The Receiving Party will promptly report to the Disclosing Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Disclosing Party to prevent, control or remedy any such violation. Notwithstanding the aforementioned, ACT Capital Advisors, in the course of performing their duties as financial intermediaries, may disclose confidential information to prospective buyers, upon execution of a confidentiality agreement by said buyer.

Disclosure of Proprietary Information. The Receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel Representatives to disclose) ), except on a confidential basis to those of its directors, officers, employees, and independent contractors, as well as those individual representatives, lenders, counsel and affiliates and each of their respective individual directors, officers, employees, representatives, lenders, counsel and affiliates, if any, (those individuals who are directly or indirectly furnished Confidential Information by a party are collectively referred to herein as the "Representatives"). who need to know in connection with the evaluation or consummation of the Relationship and who are bound to preserve the confidentiality thereof, to any person outside its organization, any Proprietary Information. The Receiving Party and its personnel Representatives shall use such Proprietary Information only for the purpose for which it was disclosed and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Receiving Party shall not cause or permit reverse engineering of any Proprietary Information or recompilation or disassembly of any software programs which are part of the Proprietary Information received by it under this Agreement and shall disclose Proprietary Information only to persons within its organization Representatives who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by agreement or otherwise under an obligation of confidentiality to the Disclosing Party, Receiving Party to protect the confidentiality of such Proprietary Information. The Receiving Party shall be liable for the actions or omissions of the persons the Proprietary Information was disclosed to by them as if they were the actions or omissions of the Receiving Party. The Receiving Party shall adopt and maintain programs and procedures that which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Disclosing Party for any disclosure or misuse of Proprietary Information, Information which results from a failure to comply with this provision. The Receiving Party shall be fully responsible for any breach of this Agreement by its agents, representatives and employeesRepresentatives. The Receiving Party will promptly report to the Disclosing Party any actual or suspected violation of the terms of this Agreement by its Representatives and will take all reasonable further steps reasonably requested by the Disclosing Party to prevent, control or remedy any such violation. Except as may be required by applicable law or stock exchange rules, without the prior written consent of the other party, each party will not, and will direct its Representatives not to, disclose to any person either the fact that the Proprietary Information has been made available to it, that it has inspected any portion of the Proprietary Information, the fact that discussions with respect to the Relationship are taking place or other facts with respect to these discussions, including the status thereof.