Common use of Data Sharing and Confidentiality Clause in Contracts

Data Sharing and Confidentiality. 8.1 Each party shall retain in confidence and require its employees, agents and contractors, to retain in confidence all information contained in the Software and all information and know-how, regardless of form, transmitted to such party that the disclosing party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”). The receiving party shall retain Confidential Information in as secure a manner as reasonably possible, but in no event less secure than the receiving party retains its own Confidential Information. Confidential Information shall remain the sole property of the disclosing party and shall not be disclosed to any third party without the express written consent of the disclosing party (except, solely for the receiving party’s internal business needs, to consultants who are bound by a written agreement with the receiving party to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement). 8.2 Confidential Information shall not include any information that: a) is at the time of disclosure or subsequently becomes publicly available without the receiving party’s breach of any obligations owed the disclosing party; b) became known to the receiving party prior to the disclosing party’s disclosure of such information to the receiving party; c) became known to the receiving party from a source other than the disclosing party other than by the breach of an obligation of confidentiality owed to the disclosing party; d) is independently developed by the receiving party; or e) is produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. This Agreement constitutes the proprietary information of Oasys. This clause shall survive termination of the Agreement. 8.3 In carrying out the Services, Oasys may have access to and acquire the Content. The Customer agrees to give Oasys access to such Content on a continuous basis and/or on request using such means or methods as are set out under the Agreement (including, where applicable, programmatic API access). 8.4 The Customers grants to Oasys a perpetual, irrevocable, royalty-free, non-exclusive, worldwide licence to extract, store, analyse, copy and publish the results of the analysis and extracts of the Content, subject always to the restrictions set out under this clause 8 and clause 10 below. Oasys may analyse the Content (alone and in combination with other data) for any purpose at any time. The Customer shall have no rights in the analysis of such Content. 8.5 Oasys shall keep the Content confidential in accordance with the confidentiality obligations as set out in this clause 8. However, such obligation of confidentiality shall not apply to the publication or dissemination of a subset of the Content, or the results of the analysis of the Content (including an analysis involving other data) (“Results”); provided that the Results are not identified or, identifiable with a specific customer, structure or project. 8.6 Where the Content includes personal data (within the definition of the relevant data protection laws, including the UK Data Protection Act or the General Data Protection Regulation), such Content shall be dealt in accordance with applicable data protection laws as set out in clause 10 below.