Common use of Confidential Information and Customer Data Clause in Contracts

Confidential Information and Customer Data. During the term of this Agreement, each party may supply the other with trade secrets, confidential information, customer lists and data, sales, cost and other financial information, product and business plans and ideas, revenues, relationships, projections, and marketing data, or information regarding the contents or methods of manufacture or distribution of the Products not generally available to the public (“Confidential Information”). Each party shall limit its use of the other party’s Confidential Information to what is necessary to market the Products within the Territory and to provide the services contemplated by this Agreement and each party shall abide by any restrictions imposed by the other party on the use of such Confidential Information. Notwithstanding the foregoing, all customer data and information derived from the Distributor Services that are shared between Distributor and the Company shall be deemed jointly owned by the parties hereto (“Joint Data”). Each party shall generate and deliver to the other party monthly reports containing all such Joint Data in either paper form or as electronic data files, as mutually determined from time to time. Such monthly reports shall summarize the customer orders processed during such month and shall include: the Product serial numbers, quantities sold, the sales price for each Product sold, shipping charges, the sales collections collected during such month, the payments due to the Company pursuant to the provisions of this Section 5 and such other data as the parties reasonably request, including without limitation, data that can be used to analyze demand and sales trends. Each party agrees that it will not divulge the other party’s Confidential Information or any Joint Data to any third party without the other party’s prior written consent; provided, however, each party may provide Confidential Information and Joint Data to such party’s employees, Affiliates, subsidiaries, consultants and agents who: (a) have a substantive need to know such Confidential Information and Joint Data in connection with the performance of this Agreement or the performance of a party’s own business purposes; (b) have been advised of the confidential and proprietary nature of such Confidential Information and Joint Data; and (c) are bound by confidentiality obligations with respect to such Confidential Information and Joint Data no less strict than are imposed on each party pursuant to this Agreement (the “Advisor Exception”). Each party further agrees that upon termination of this Agreement for any reason, such party will return the other party’s Confidential Information, including any copies thereof but excluding any Joint Data, to the other party. After termination of this Agreement, each party (i) will not utilize or divulge the other party’s Confidential Information in any way and (ii) may continue to utilize Joint Data for its own business purposes but will not divulge any Joint Data to any third party without the other party’s prior written consent (other than pursuant to the Advisor Exception). Each party’s obligations under this Section 5.14 shall continue beyond the termination of this Agreement. Each party acknowledges that any breach or threatened breach of any provision of this Section 5.14 will cause the other party irreparable injury and damage and that, in addition to any other rights or remedies available to such party at law or in equity, such party may proceed against the breaching party for temporary, preliminary and/or permanent injunctive relief through appropriate proceedings.

Confidential Information and Customer Data. During the term of this Agreement, each party may supply the other with trade secrets, confidential information, customer lists and data, sales, cost and other financial information, product and business plans and ideas, revenues, relationships, projections, and marketing data, or information regarding the contents or methods of manufacture or distribution of the Products not generally available to the public (“Confidential Information”). Each party shall limit its use of the other party’s Confidential Information to what is necessary to market the Products within the Territory and to provide the services contemplated by this Agreement and each party shall abide by any restrictions imposed by the other party on the use of such Confidential Information. Notwithstanding the foregoing, all customer data and information derived from the Distributor Services that are shared between Distributor and the Company shall be deemed jointly owned by the parties hereto (“Joint Data”). Each party shall generate and deliver to the other party monthly reports containing all such Joint Data in either paper form or as electronic data files, as mutually determined from time to time. Such monthly reports shall summarize the customer orders processed during such month and shall include: the Product serial numbers, quantities sold, the sales price for each Product sold, shipping charges, the sales collections collected during such month, the payments due to the Company pursuant to the provisions of this Section 5 and such other data as the parties reasonably request, including without limitation, data that can be used to analyze demand and sales trends. Each party agrees that it will not divulge the other party’s Confidential Information or any Joint Data to any third party without the other party’s prior written consent; provided, however, each party may provide Confidential Information and Joint Data to such party’s employees, Affiliates, subsidiaries, consultants and agents who: (a) have a substantive need to know such Confidential Information and Joint Data in connection with the performance of this Agreement or the performance of a party’s own business purposes; (b) have been advised of the confidential and proprietary nature of such Confidential Information and Joint Data; and (c) are bound by confidentiality obligations with respect to such Confidential Information and Joint Data no less strict than are imposed on each party pursuant to this Agreement (the “Advisor Exception”). Each party further agrees that upon termination of this Agreement for any reason, such party will return the other party’s Confidential Information, including any copies thereof but excluding any Joint Data, to the other party. After termination of this Agreement, each party (i) will not utilize or divulge the other party’s Confidential Information in any way and (ii) may continue to utilize Joint Data for its own business purposes but will not divulge any Joint Data to any third party without the other party’s prior written consent (other than pursuant to the Advisor Exception). Each party’s obligations under this Section 5.14 shall continue beyond the termination of this Agreement. Each party acknowledges that any breach or threatened breach of any provision of this Section 5.14 will cause the other party irreparable injury and damage and that, in addition to any other rights or remedies available to such party at law or in equity, such **** Certain confidential information contained in this document, marked with four asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. party may proceed against the breaching party for temporary, preliminary and/or permanent injunctive relief through appropriate proceedings.