Common use of PROPRIETARY INFORMATION AND ITEMS Clause in Contracts

PROPRIETARY INFORMATION AND ITEMS. A. Each Party agrees to keep confidential and not to disclose to any other person Proprietary Information in connection with this Order or any Order. Each Party further agrees to use Proprietary Information only for purposes necessary in the performance of this Order or any Order, provided, however, that: (1) Buyer or Buyer's Customer shall also have the right to use and disclose Proprietary Information (marked with a restrictive legend suitable to the particular circumstances) for purposes of testing, certification, use, sale of or assistance of any Customer with respect to Services provided for any product; (2) Seller may copy and/or disclose Proprietary Information for use within its organization on an as required and need-to-know basis for the performance of this Order; (3) Seller may not disclose Proprietary Information to any third party without first obtaining prior written authorization from Buyer and obtaining from the proposed recipient a signed non- disclosure statement. B. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred in connection with this Order, together with any copies thereof, are and remain the property of the transmitting Party and shall, except to the extent that they are needed by Buyer or Buyer's Customer for the purpose of testing, certifying, using, selling, or assisting any Customer with respect to any Service performed on a delivered product, be promptly returned, or at the option of and upon written instruction by the disclosing Party, destroyed. C. Neither the existence of this Order nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel or otherwise a license under any invention or patent now or hereafter owned or controlled by the transmitting Party, except as specially set forth herein. No disclosure or receipt of Proprietary Information or any information from Buyer or Buyer's Customer will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party to the other with respect to any infringement of the patent rights, copyrights or trade secrets of any other person. D. The obligations of each Party with respect to Proprietary Information disclosed hereunder shall survive termination, cancellation, or completion (by way of performance in full) of this Order or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to Proprietary Information to be exchanged in connection with the award and performance of this Order or other Orders, the terms of that Agreement shall prevail in the event of a conflict.

PROPRIETARY INFORMATION AND ITEMS. A. Each Party party hereto agrees to keep confidential and not to disclose to any other person Proprietary Information person, corporation, or business organization all confidential, proprietary, and/or trade secret information received from the other party in connection with this any Order or any Order(hereinafter Proprietary Information). Each Party party hereto further agrees to use Proprietary Information only for purposes necessary in to the performance of this Order or any an Order, provided, however, that: (1) provided that Buyer or Buyer's Customer shall also have the right to use and disclose Proprietary Information (marked with for any purpose necessary to the testing, certification, use, sale, or support of any item delivered under an Order or any airplane including such an item, and provided further that any such disclosure by Buyer shall, whenever appropriate, include a restrictive legend suitable to the particular circumstances) for . For purposes of testingthis Section, certificationProprietary Information shall: (a) not include information already in the public domain, useor known to (as evidence by written records) and under the unrestricted control of the receiving party, sale when first received from the other party; (b) lose its status as Proprietary Information if, and as of the date when, it becomes part of the public domain through no wrongful or assistance negligent act of the receiving party, is received by the receiving party without restriction from another who had the right to so disclose it, or is developed by the receiving party entirely independently of any Customer with respect to Services provided for any product; (2) Seller may copy and/or disclose Proprietary Information for use within its organization on an as required and need-to-know basis for the performance of this Order; (3) Seller may not disclose Proprietary Information to any third party without first obtaining prior written authorization from Buyer and obtaining disclosure from the proposed recipient other party; and (c) include only (i) information disclosed in written or other physically tangible form with an appropriate restrictive legend and (ii) information disclosed orally where the receiving party is notified of the proprietary nature of the information prior to such disclosure and the proprietary status of the orally disclosed information is confirmed to the receiving party by the other party within ten (10) working days of such disclosure in a signed non- writing which identified the person(s) making the disclosure statement. B. and the place and date thereof, lists the names of the receiving party's employee(s) receiving such disclosure, and describes the information so disclosed. All documents and other tangible media (excluding Products) containing or conveying Proprietary Information and transferred in connection with this an Order, together with any copies thereof, are and remain the property of the transmitting Party party and shall, except to the extent that they are needed by Buyer or Buyer's Customer for the purpose of testing, certifying, using, selling, or assisting any Customer with respect to any Service performed on a supporting an item delivered productunder an Order or an airplane containing such an item, be promptly returned, or at the option of and the transmitting party destroyed, upon the written instruction by request of the disclosing Party, destroyed. C. transmitting party. Neither the existence of this Order Agreement nor the disclosure of Proprietary Information or any other information hereunder shall be construed as granting expressly, by implication, by estoppel estoppel, or otherwise a license under any invention or patent now patent.-now or hereafter owned or controlled by the transmitting Party, except as specially set forth hereinparty. No disclosure or receipt of Proprietary Information or any other information from Buyer or Buyer's Customer by either party under this Agreement will constitute or be construed as a representation, warranty, assurance, guarantee or inducement by either Party party to the other with respect to any infringement of the patent rights, copyrights or trade secrets rights of any other person. D. another. The obligations of each Party of the parties hereto with respect to Proprietary Information disclosed hereunder shall survive prior to the completion, termination, cancellationor cancellation of this Agreement shall not, except as expressly set forth herein, be affected by such completion, termination, or completion (by way of performance in full) of cancellation. Notwithstanding the restrictions on disclosure set forth hereinabove, either party to this Order or any Order. If the Parties have previously executed or concurrently execute a Non-Disclosure Agreement with respect to may disclose Proprietary Information to be exchanged its lower tier subcontractors as necessary in connection with the award and performance of this Order or other Orders, provided that each such subcontractor first assumes by written agreement all of the terms of that obligations imposed on a receiving party under this Agreement shall prevail in the event of a conflictrelative to such Proprietary Information.