Common use of Mutual Confidentiality Clause in Contracts

Mutual Confidentiality. In addition to being a copyright asset, the MLS Content is a confidential, proprietary, trade secret and intellectual property asset of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each party protecting and respecting the confidential and proprietary rights of the other. Accordingly, each party agrees that the MLS Content, and all knowledge and information regarding RECOLORADO’s technology, intellectual property, products, services, and business (including member, vendor, and customer lists), financial, or personnel matters is the confidential and proprietary information of RECOLORADO, and all information disclosed by PARTICIPANT regarding its technology configuration and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the Confidential Information of RECOLORADO. Each party shall hold all Confidential Information of the other in confidence, shall not use the Confidential Information of the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall not disclose the Confidential Information of the other to any third party except as expressly authorized in the Agreement. This obligation of confidentiality shall survive termination of the Agreement. Confidential Information does not include information that is or becomes publicly available by other than unauthorized disclosure by the receiving party, is independently developed by the receiving party, is received from a third party who has lawfully obtained and disclosed it without breaching any confidentiality agreement or is already known by the receiving party at the time of its disclosure. The foregoing obligations of confidentiality shall not apply to information that is or becomes public through no fault of the recipient, or that is already lawfully and without restrictions in the possession of the recipient, or is independently discovered or developed by the recipient without reliance or use of the discloser’s confidential or proprietary information.

Mutual Confidentiality. In addition Company and Dartmouth realize that some information received by one party from the other pursuant to being a copyright asset, the MLS Content this Agreement shall be confidential. It is a confidential, proprietary, trade secret and intellectual property asset of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each therefore agreed that any information received by one party protecting and respecting the confidential and proprietary rights of from the other. Accordingly, each party agrees that the MLS Content, and all knowledge and information regarding RECOLORADO’s technology, intellectual property, products, services, and business (including member, vendor, and customer lists), financial, or personnel matters is clearly designated in writing as “CONFIDENTIAL” at the confidential and proprietary information time of RECOLORADO, and all information disclosed by PARTICIPANT regarding its technology configuration and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the Confidential Information of RECOLORADO. Each party shall hold all Confidential Information of the other in confidencetransfer, shall not use the Confidential Information of the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall not disclose the Confidential Information of the other be disclosed by either party to any third party except as expressly authorized in and shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the Agreement. This obligation of confidentiality shall survive termination of the Agreement. Confidential Information does , unless or until — (a) said information shall become known to third parties not include information that is or becomes publicly available by other than unauthorized disclosure by under any obligation of confidentiality to the receiving disclosing party, is independently developed by the receiving party, is received from a third party who has lawfully obtained and disclosed it without breaching any confidentiality agreement or is already shall become publicly known by the receiving party at the time of its disclosure. The foregoing obligations of confidentiality shall not apply to information that is or becomes public through no fault of the recipientreceiving party, or that is or (b) said information was already lawfully and without restrictions in the receiving party’s possession prior to the disclosure of said information to the receiving party, except in cases when the information has been covered by a preexisting confidentiality agreement, or (c) said information shall be subsequently disclosed to the receiving party by a third party not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the recipientdisclosing party, or or (e) said information is independently discovered or developed by receiving party or its representatives entirely without reference to information received from the recipient without reliance disclosing party and marked confidential, or (f) said information is required to be disclosed by court order or use governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the discloser’s confidential or proprietary informationdisclosing party in attempting to limit such disclosure. B3176510.11 pg. 4 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Mutual Confidentiality. In addition to being a copyright asset, the MLS Content is a confidential, proprietary, trade secret and intellectual property asset of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each party protecting and respecting the confidential and proprietary rights of the other. Accordingly, each party agrees that the MLS Content, and all knowledge and information regarding RECOLORADO’s technology, intellectual property, products, services, and business (including member, vendor, and customer lists), financial, or personnel matters is the confidential and proprietary information of RECOLORADO, and all information disclosed in Exhibit A by PARTICIPANT regarding its technology configuration and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the Confidential Information of RECOLORADO. Each party shall hold all Confidential Information of the other in confidence, shall not use the Confidential Information of the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall not disclose the Confidential Information of the other to any third party except as expressly authorized in the Agreement. This obligation of confidentiality shall survive termination of the Agreement. Confidential Information does not include information that is or becomes publicly available by other than unauthorized disclosure by the receiving party, is independently developed by the receiving party, is received from a third party who has lawfully obtained and disclosed it without breaching any confidentiality agreement or is already known by the receiving party at the time of its disclosure. The foregoing obligations of confidentiality shall not apply to information that is or becomes public through no fault of the recipient, or that is already lawfully and without restrictions in the possession of the recipient, or is independently discovered or developed by the recipient without reliance or use of the discloser’s confidential or proprietary informationproprietaryinformation.

Mutual Confidentiality. In addition to being a copyright asset, the MLS Content is a confidential, proprietary, trade secret and intellectual property asset of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each party protecting and respecting the confidential and proprietary rights of the other. Accordingly, each party agrees that the MLS Content, and all knowledge and information regarding RECOLORADO’s technology, intellectual property, products, services, and business (including member, vendor, and customer lists), financial, or personnel matters is the confidential and proprietary information of RECOLORADO, and all information disclosed in Exhibit A by PARTICIPANT regarding its technology configuration and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the Confidential Information of RECOLORADO. Each party shall hold all Confidential Information of the other in confidence, shall not use the Confidential Information of the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall not disclose the Confidential Information of the other to any third party except as expressly authorized in the Agreement. This obligation of confidentiality shall survive termination of the Agreement. Confidential Information does not include information that is or becomes publicly available by other than unauthorized disclosure by the receiving party, is independently developed by the receiving party, is received from a third party who has lawfully obtained and disclosed it without breaching any confidentiality agreement or is already known by the receiving party at the time of its disclosure. The foregoing obligations of confidentiality shall not apply to information that is or becomes public through no fault of the recipient, or that is already lawfully and without restrictions in the possession of the recipient, or is independently discovered or developed by the recipient without reliance or use of the discloser’s confidential or proprietary information.

Mutual Confidentiality. In addition to being a copyright asset, the MLS Content is a confidential, proprietary, trade secret and intellectual property asset The recipient of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each party protecting and respecting the confidential and proprietary rights of the other. Accordingly, each party agrees that the MLS Content, and all knowledge and information regarding RECOLORADO’s technology, intellectual property, products, services, and business Confidential Information (including member, vendor, and customer lists), financial, or personnel matters is the confidential and proprietary information of RECOLORADO, and all information Recipient) disclosed by PARTICIPANT regarding its technology configuration a party hereunder (Discloser) must strictly hold in confidence and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the use at least reasonable efforts to protect such Confidential Information of RECOLORADO. Each from unauthorized disclosure and may not disclose such information to any third party shall hold all Confidential Information of the other in confidence, shall not or use the Confidential Information of the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall not disclose the Confidential Information of the other to any third party except as expressly authorized in the Agreement. This obligation of confidentiality shall survive termination of the permitted by this Agreement. Confidential Information does not include means all information that is disclosed to the Recipient by the Discloser and its representatives, and includes, among other things: i. Any and all information relating to products or services provided by a Discloser, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; ii. The Software and the terms of this Agreement, including without limitation, all pricing information; provided, however, that Confidential Information excludes information that: (w) was rightfully in Recipient's possession without any obligation of confidentiality before receipt from the Discloser; (x) is or becomes publicly available a matter of public knowledge through no fault of Recipient; (y) is rightfully received by other than unauthorized disclosure by the receiving partyRecipient from a third party without violation of a duty of confidentiality, or (z) is independently developed by or for Recipient without use or access to the receiving partyConfidential Information. Notwithstanding anything to the contrary set forth herein, is received from Recipient may disclose Confidential Information if required by law, but, to the extent permitted by law, will provide advance notice to the Discloser so that the Discloser may seek a third protective order. Each party who has lawfully obtained and disclosed it without breaching acknowledges that any confidentiality agreement or is already known by the receiving party at the time of its disclosure. The foregoing obligations of confidentiality shall not apply to information that is or becomes public through no fault misuse of the recipient, other party’s Confidential Information may cause irreparable harm for which there is no adequate remedy at law. Either party is entitled to seek immediate injunctive or that is already lawfully and other equitable relief in such event without restrictions in proof of actual damages or the possession posting of the recipient, any bond. This Section 5(a) shall survive any termination or is independently discovered or developed by the recipient without reliance or use expiration of the discloser’s confidential or proprietary informationthis Agreement.