Common use of Exchange of Technical Information Clause in Contracts

Exchange of Technical Information. During the term of this Contract, SHI and MDC, to the extent of their right to do so, agree to exchange all such technical and management information as may reasonably be required for each to perform its obligations hereunder. To the extent that proprietary information of either party is disclosed, such information or data which is (i) submitted in writing, must be designated by an appropriate stamp, marking or legend thereon to be of proprietary or confidential nature, or (ii) orally submitted, must be identified as proprietary or confidential prior to disclosure and the disclosing party notifies the receiving party, in writing, specifically identifying any such proprietary or confidential information so orally submitted within thirty days after such oral submission. Notwithstanding termination or expiration of this Contract, each party will keep in confidence and prevent the disclosure of all such proprietary information and data, whether technical or commercial, to any third party. Neither party shall be liable for disclosure of any such proprietary information or data, if such information: A. Was in the public domain at the time it was disclosed, or later becomes part of the public domain other than throughout the action of the party receiving it; or B. Was known to the party receiving it at the time of disclosure; or C. Is disclosed with the prior written approval of the other party; or D. Is disclosed by the party providing the same, to others, on a non-restricted basis; or E. Is disclosed inadvertently despite the exercise of the same degree of care that the receiving party takes to preserve or safeguard its own proprietary information; or F. Becomes known to the receiving party from a source other than the disclosing party without breach of this Section by the receiving party; or G. Is disclosed one (1) year after expiration or termination of this Contract; or H. Is disclosed to a government agency for certification or export license purposes, taking all reasonable precautions to prevent further disclosure by such agency.