Common use of Confidential Information and Proprietary Property Clause in Contracts

Confidential Information and Proprietary Property. In consideration for access to the Proprietary Property being granted to NIHL Sub and the Companies, each of NIHL, NIHL Sub and NIHL ServiceCo acknowledges and agrees that: (a) the Confidential Information is disclosed to NIHL Sub (and NIHL and NIHL ServiceCo , if applicable) in confidence and is and will at all times be owned by AVAX Holdings or some Related Body Corporate of AVAX Holdings (other than AVAX Australia or AVAX Manufacturing) and it will not claim any ownership interest in the Proprietary Property, either for itself or for AVAX Australia or AVAX Manufacturing; (b) it must, subject to the terms of this Agreement, hold all Confidential Information and/or Proprietary Property in strict confidence; (c) it must not reveal any Confidential Information and/or Proprietary Property to any person except strictly on a need-to-know basis to persons approved in writing by AVAX Holdings and for the purposes of this Agreement and to persons who have executed written confidentiality undertakings at least as comprehensive as provided in this Agreement, a copy of which will be provided to AVAX Holdings; (d) it will not use any Confidential Information and/or Proprietary Property except for the purposes of this Agreement; (e) it must take all reasonable steps to ensure that its officers, employees, contractors and agents also observe the obligations of these provisions; and (f) it will not make, use, sell, duplicate, transfer or have made, used, sold, duplicated or transferred to others (except AVAX Holdings or any of its Related Bodies Corporate) or assist or permit any other party to make, use, sell, duplicate, transfer any product or process in whole or in part comprising or incorporating any of the Proprietary Property without the prior written permission of AVAX Holdings. Only after obtaining such written permission from AVAX Holdings may NIHL Sub permit any third party to have any access to or use any of the Proprietary Property.

Confidential Information and Proprietary Property. In consideration for access to the Proprietary Property being granted to NIHL Sub and the Companies, each of NIHL, NIHL Sub and NIHL ServiceCo acknowledges and agrees that: (a) the Confidential Information is disclosed to NIHL Sub (and NIHL and NIHL ServiceCo ServiceCo, if applicable) in confidence and is and will at all times be owned by AVAX Holdings or some Related Body Corporate of AVAX Holdings (other than AVAX Australia or AVAX Manufacturing) and it will not claim any ownership interest in the Proprietary Property, either for itself or for AVAX Australia or AVAX Manufacturing; (b) it must, subject to the terms of this Agreement, hold all Confidential Information and/or Proprietary Property in strict confidence; (c) it must not reveal any Confidential Information and/or Proprietary Property to any person except strictly on a need-to-know basis to persons approved in writing by AVAX Holdings and for the purposes of this Agreement and to persons who have executed written confidentiality undertakings at least as comprehensive as provided in this Agreement, a copy of which will be provided to AVAX Holdings; (d) it will not use any Confidential Information and/or Proprietary Property except for the purposes of this Agreement; (e) it must take all reasonable steps to ensure that its officers, employees, contractors and agents also observe the obligations of these provisions; and (f) it will not make, use, sell, duplicate, transfer or have made, used, sold, duplicated or transferred to others (except AVAX Holdings or any of its Related Bodies Corporate) or assist or permit any other party to make, use, sell, duplicate, transfer any product or process in whole or in part comprising or incorporating any of the Proprietary Property without the prior written permission of AVAX Holdings. Only after obtaining such written permission from AVAX Holdings may NIHL Sub permit any third party to have any access to or use any of the Proprietary Property.