Common use of Non-Disclosure and Non-Use Clause in Contracts

Non-Disclosure and Non-Use. The Receiving Party agrees it shall: (i) not disclose or provide any Confidential Information of the Disclosing Party to any third party or individual other than Receiving Party’s employees, agents, and contractors (“Representatives”) with a need to know such Confidential Information of the Disclosing Party and who have entered into written non-disclosure and non-use agreements with the Receiving Party providing for protection of the Disclosing Party’s Confidential Information on terms no less protective and restrictive than those contained in this Section, and (ii) not use Confidential Information of the Disclosing Party except solely as reasonably required for Receiving Party to exercise its rights or fulfill its obligations under or in connection this Agreement and each Schedule. The Receiving Party agrees that it is and shall be responsible and liable for any breach of this Agreement or any Schedule by any of its Representatives. The Receiving Party further agrees that it shall use the same degree of care to protect against unauthorized disclosure and unauthorized use of such Confidential Information of the Disclosing Party that the Receiving Party uses with respect to its own confidential or proprietary information of similar nature, but in no event will the Receiving Party use less than a reasonable degree of care to protect such Confidential Information of the Disclosing Party against unauthorized disclosure and unauthorized use. For the avoidance of doubt, ▇▇▇▇▇▇▇▇ acknowledges and agrees that LVT uses the services of certain third parties for or in connection with the provision of the SaaS Solution, Hardware, Software, Services, and other components of the System to Customer and Users and that such third parties will have access to Customer’s Confidential Information, subject to LVT’s compliance with this Section.

Non-Disclosure and Non-Use. The Receiving During the Term and for [***] years thereafter, each of Miltenyi and Autolus shall keep Confidential Information of the other Party agrees it shall: in strict confidence and shall not (i) not use the other Party’s Confidential Information for any use or purpose except as expressly permitted under this Agreement, the Quality Agreement or as otherwise authorized in writing in advance by the other Party, or (ii) disclose the other Party’s Confidential Information to anyone other than those of its Affiliates, Subcontractors, directors, officers, employees, agents, contractors, collaborators and consultants, and in the case of Autolus, its Licensees (collectively, “Authorized Representatives”) who need to know such Confidential Information for a use or provide purpose expressly permitted under this Agreement. Each Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature and shall ensure that any Authorized Representative of the Receiving Party who is permitted access to Confidential Information of the Disclosing Party pursuant to any third party clause (ii) in the first sentence of this Section 14.2 is contractually or individual other than Receiving Party’s employees, agents, and contractors (“Representatives”) with a need to know such Confidential Information legally bound by obligations of the Disclosing Party and who have entered into written non-disclosure and non-use agreements with the Receiving Party providing for protection in scope and content at least as protective of the Disclosing Party’s Confidential Information on terms no less protective and restrictive than those contained in this Section, and (ii) not use Confidential Information as the provisions hereof prior to any disclosure of the Disclosing Party except solely as reasonably required for Receiving Party Party’s Confidential Information to exercise its rights or fulfill its obligations under or in connection this Agreement and each Schedulesuch Authorized Representative. The Receiving Party agrees that it is and shall be responsible and liable for any breach of this Agreement or any Schedule by any of its Authorized Representatives. The Receiving Party further agrees that it shall use the same degree of care to protect against unauthorized disclosure and unauthorized use of such Confidential Information of the Disclosing Party that the Receiving Party uses with respect to its own confidential or proprietary information of similar nature, but in no event will the Receiving Party use less than a reasonable degree of care to protect such Confidential Information of the Disclosing Party against unauthorized disclosure and unauthorized use. For the avoidance of doubt, ▇▇▇▇▇▇▇▇ acknowledges and agrees that LVT uses the services of certain third parties for or in connection with the provision of the SaaS Solution, Hardware, Software, Services, and other components of the System to Customer and Users and that such third parties will have access to Customer’s Confidential Information, subject to LVT’s compliance with this Section.

Non-Disclosure and Non-Use. The Receiving Each Party agrees it shall: (i) not disclose or provide any shall treat as confidential all Confidential Information of the Disclosing Party other Party, shall not use such Confidential Information except as set forth herein, and shall not disclose such Confidential Information to any third party or individual except as set forth herein. With respect to the foregoing, each of the Parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, provided, however, that in no event shall such degree of care be less than Receiving Party’s employees, agents, reasonable in light of general industry practice. Confidential Information shall only be disclosed to employees and contractors (“Representatives”) with third party service providers of a Party that have a need to know such Confidential Information of the Disclosing Party and who have entered into written non-disclosure and non-use agreements with the Receiving Party providing for protection of the Disclosing Party’s Confidential Information on terms no less protective and restrictive than those contained in this Section, and (ii) not use Confidential Information of the Disclosing Party except solely as reasonably required for Receiving Party to exercise its rights or fulfill its obligations under or information in connection with this Agreement and each Schedulewho and have agreed in writing to protect such information in accordance with the terms hereof. The Receiving Each Party also agrees that it is and shall be responsible and liable for any breach of this Agreement or these confidentiality provisions by its own employees and third party service providers. Client acknowledges and agrees that the EMS Services and EMS System constitute a valuable trade secret of Cinedigm. Without in any Schedule by any of its Representatives. The Receiving Party further limiting the foregoing obligations, Client hereby agrees that it shall use the same degree of care to protect against unauthorized disclosure and unauthorized Cinedigm's Confidential Information only in connection with Client's use of such Confidential Information the EMS Services in accordance with the terms of the Disclosing this Agreement. Each Party that the Receiving Party uses with respect to its own confidential or proprietary information of similar nature, but in no event will the Receiving Party use less than a reasonable degree of care to protect such Confidential Information of the Disclosing Party against unauthorized disclosure and unauthorized use. For the avoidance of doubt, ▇▇▇▇▇▇▇▇ acknowledges and agrees that LVT uses that, due to the services unique nature of certain third parties Confidential Information, there can be no adequate remedy at law for or in connection with the provision breach of the SaaS Solution, Hardware, Software, Services, and other components of the System to Customer and Users this Section 9 and that such third parties will breach would cause irreparable harm to the non-breaching Party; therefore, the non-breaching Party shall be entitled to seek immediate injunctive relief without the posting of any bond, in addition to whatever remedies it might have access to Customer’s Confidential Informationat law, subject to LVT’s compliance with in equity or under this SectionAgreement.