Common use of Definitions and Obligations Clause in Contracts

Definitions and Obligations. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (the “Confidential Information” of the Disclosing Party). Confidential Information of Tonic includes non-public information regarding features, functionality, and performance of the Services. Your Confidential Information includes data provided by you in connection with the Services or data collected by Tonic or the Software in connection with providing the Services (collectively, “Your Data”). The Receiving Party will: (i) take reasonable precautions to protect all Confidential Information, and (ii) not use (except as expressly permitted herein) or divulge it to any third person. Except with respect to Your Data (which will never be disclosed, except as set forth below), the Disclosing Party agrees that the foregoing will not apply 3 years after disclosure or if the Receiving Party can document that the information (a) is or has become generally available to the public; (b) was in its possession or known by it, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Despite the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by law or regulatory or judicial order, provided that the Receiving Party will promptly notify the Disclosing Party and will cooperate, at the Disclosing Party’s sole expense, in any efforts of the Disclosing Party seeking relief from such order.

Definitions and Obligations. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (the “Confidential Information” of the Disclosing Party). Confidential Information of Tonic includes non-public information regarding features, functionality, and performance of the Services. Your Confidential Information includes data provided by you it in connection with the Services or data collected by Tonic or the Software in connection with providing the Services (collectively, “Your Data”). The Receiving Party will: (i) take reasonable precautions to protect all Confidential Information, and (ii) not use (except as expressly permitted herein) or divulge it to any third person. Except with respect to Your Data (which will never be disclosed, except as set forth below), the Disclosing Party agrees that the foregoing will not apply 3 years after disclosure or if the Receiving Party can document that the information (a) is or has become generally available to the public; (b) was in its possession or known by it, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Despite the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by law or regulatory or judicial order, provided that the Receiving Party will promptly notify the Disclosing Party and will cooperate, at the Disclosing Party’s sole expense, in any efforts of the Disclosing Party seeking relief from such order.