Common use of Confidentiality and Restricted Use Clause in Contracts

Confidentiality and Restricted Use. 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient’s work in relation to the Project. 5.2. The obligations in Clause 5.1 shall not apply for Confidential Information that: 5.2.1. was, at the time of its disclosure, in the public domain or which, after Discloser's disclosure, comes into the public domain, unless it is in the public domain as a result of: a) a breach by Recipient of its obligations contained in this Agreement (or by any person to whom disclosure of information is made as permitted under this Agreement); or b) a breach by a third party of any other obligation or duty of confidentiality or non- disclosure relating to that information that Recipient is or ought to be aware of; 5.2.2. was or becomes available to Recipient on a non-confidential basis provided that the source is not known to Recipient to be bound by a confidentiality agreement and is not otherwise in breach of any obligation of confidentiality or restricted use; 5.2.3. is otherwise agreed in writing by Discloser to no longer being confidential and/or restricted; or 5.2.4. is required to be disclosed by law, regulation or any competent governmental, judicial or regulatory authority, or by a recognized stock exchange, or in response to a request from a regulatory body with a supervisory role over Recipient or any of its Affiliates, in which case Recipient will (or, if Recipient's Representative is subject to the disclosure obligation, Recipient will procure that such Representative will), in each case to the extent permitted by law, regulation or the relevant authority: a) inform Discloser of the circumstances of the disclosure and the information that will be disclosed as soon as reasonably practicable; b) permit Discloser in its absolute discretion to seek to obtain an injunction or take other appropriate action to protect the Confidential Information; c) take all such steps as may be reasonable and practicable in the circumstances to agree the form, contents and timing of such disclosure with Discloser before making such disclosure, provided that Recipient shall not be required to take any action under this Clause which it considers in good faith to be contrary to any of its legal or regulatory obligations; d) consult with Discloser as to possible steps to prevent or limit such disclosure and take those steps to the extent reasonably practicable in the circumstances, provided that Recipient shall not be required to take any action under this Clause which it considers in good faith to be contrary to any of its legal or regulatory obligations; and e) request assurances as to confidentiality from anybody to which the Confidential Information is to be disclosed. 5.2.5. Either Party must promptly inform the other Party after becoming aware of any breach of this Agreement whether committed by Recipient itself or its Representatives. 5.3. Ownership – no rights intended 5.3.1. All Confidential Information shall remain the property of Discloser or its relevant Representative, as applicable. 5.3.2. The disclosure of Confidential Information to Recipient or its Representatives shall not give Recipient or its Representatives any licence or other rights in relation to that Confidential Information beyond the rights contained in this Agreement. 5.3.3. Recipient shall not be entitled to file for patents or other statutory protection in any country based on any Confidential Information received hereunder. The disclosure of Confidential Information does not constitute any rights of prior use for Recipient 5.4. As is 5.4.1. With respect to the Confidential Information disclosed, Discloser provides the information “as is” and makes no representation or warranty, express or implied, to Recipient as to its condition, merchantability, design, operation, fitness, or use for the Project or any other matter.

Confidentiality and Restricted Use. 5.1. 4.1 Recipient shall: 5.1.1. a) hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. b) use Confidential Information only for the Project; 5.1.3. c) not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than to those of its Representatives who are strictly required to perform Recipient’s 's work in relation to the Project. 5.2. 4.2 The obligations in Clause 5.1 4.1 shall not apply for Confidential Information that: 5.2.1. a) was, at the time of its disclosure, in the public domain or which, after Discloser's disclosure, comes into the public domain, unless it is in the public domain as a result of: a(i) a breach by Recipient of its obligations contained in this Agreement (or by any person to whom disclosure of information is made as permitted under this Agreement); or b(ii) a breach by a third party of any other obligation or duty of confidentiality or non- non-disclosure relating to that information that Recipient is or ought to be aware of; 5.2.2. b) was or becomes available to Recipient on a non-confidential basis provided that the source is not known to Recipient to be bound by a confidentiality agreement and is not otherwise in breach of any obligation of confidentiality or restricted use; 5.2.3. c) is otherwise agreed in writing by Discloser to no longer being confidential and/or restricted; or 5.2.4. d) is required to be disclosed by law, regulation or any competent governmental, judicial or regulatory authority, or by a recognized stock exchange, or in response to a request from a regulatory body with a supervisory role over Recipient or any of its Affiliates, in which case Recipient will (or, if Recipient's Representative is subject to the disclosure obligation, Recipient will procure that such Representative will), in each case to the extent permitted by law, regulation or the relevant authority: a) inform Discloser of the circumstances of the disclosure and the information that will be disclosed as soon as reasonably practicable; b) permit Discloser in its absolute discretion to seek to obtain an injunction or take other appropriate action to protect the Confidential Information; c) take all such steps as may be reasonable and practicable in the circumstances to agree the form, contents and timing of such disclosure with Discloser before making such disclosure, provided that Recipient shall not be required to take any action under this Clause which it considers in good faith to be contrary to any of its legal or regulatory obligations; d) consult with Discloser as to possible steps to prevent or limit such disclosure and take those steps to the extent reasonably practicable in the circumstances, provided that Recipient shall not be required to take any action under this Clause which it considers in good faith to be contrary to any of its legal or regulatory obligations; and e) request assurances as to confidentiality from anybody to which the Confidential Information is to be disclosed. 5.2.5. Either Party must promptly inform the other Party after becoming aware of any breach of this Agreement whether committed by Recipient itself or its Representatives. 5.3. Ownership – no rights intended 5.3.1. All Confidential Information shall remain the property of Discloser or its relevant Representative, as applicable. 5.3.2. The disclosure of Confidential Information to Recipient or its Representatives shall not give Recipient or its Representatives any licence or other rights in relation to that Confidential Information beyond the rights contained in this Agreement. 5.3.3. Recipient shall not be entitled to file for patents or other statutory protection in any country based on any Confidential Information received hereunder. The disclosure of Confidential Information does not constitute any rights of prior use for Recipient 5.4. As is 5.4.1. With respect to the Confidential Information disclosed, Discloser provides the information “as is” and makes no representation or warranty, express or implied, to Recipient as to its condition, merchantability, design, operation, fitness, or use for the Project or any other matter.