Common use of Restrictions and Covenants Clause in Contracts

Restrictions and Covenants. Each Party agrees that, in its capacity as a Recipient of the other Party’s Confidential Information, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and will take reasonable precautions to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person or entity (except as set forth in Section 2(b) below), (iii) not use the Discloser’s Confidential Information for any purpose whatsoever other than as may be directly in furtherance of the purposes of one or more of the Revised Transaction Documents, (iv) not export the Discloser’s Confidential Information in violation of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, (v) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (vi) upon termination or expiration of the applicable Revised Transaction Document, return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunder, including all originals, copies and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applications.

Restrictions and Covenants. Each Party agrees that, in its capacity as a the Recipient of the other Party’s Confidential Information, it will (i) hold the Discloser’s Confidential 's Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential 's Information, and will Liquidmetal Technologies Mutual Nondisclosure Agreement (v.2) <PAGE> take reasonable all precautions necessary to protect the Discloser’s Confidential 's Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential information, (ii) not divulge any of the Discloser’s Confidential 's Information or any information derived therefrom (including results of tests on material samples) to any other person or entity Person (except as set forth in Section 2(b) below), (iii) not make any use whatsoever at any time of the Discloser’s Confidential 's Information except for any the purpose whatsoever of internal evaluation of the proposed Transaction or such other than purpose as may be directly in furtherance permitted by a subsequent written agreement of the purposes of one parties (such as a research or more of the Revised Transaction Documentsproduct development agreement), (iv) not export copy, reverse engineer, alter, modify, break down, melt down, disassemble or transmit any of the Discloser’s Confidential Information in violation 's Information, (v) not, within the meaning of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, export or re-export, directly or indirectly, including but not limited to export on the Internet or other network service, any of the Discloser's Information, (vvi) not allow others within the Recipient's control to use the Discloser's Information for the benefit of the Recipient or any other Person (other than the Discloser), (vii) not use the Discloser's Information against the interests of the Discloser, (viii) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential 's Information, (ix) not use the Discloser's Information in any way to pursue patents in any country, and (vix) upon termination the oral or expiration written request of the applicable Revised Transaction DocumentDiscloser, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunderInformation, including all originals, copies and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s 's legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applications.

Restrictions and Covenants. Each Party Except as otherwise provided herein, each party agrees that, in its capacity as a the Recipient of the other Party’s Confidential Information, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and will take reasonable all precautions necessary to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential informationConfidential Information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person or entity (except as set forth in Section 2(b10.2(b) below(Disclosure to Representatives) hereof), (iii) not make any use whatsoever at any time of the Discloser’s Confidential Information for any purpose whatsoever other than except as may be directly is necessary in furtherance the performance of the purposes of one or more of the Revised Transaction DocumentsRecipient’s specific duties under this Agreement, (iv) not export copy, reverse engineer, alter, modify, break down, melt down, disassemble or transmit any of the Discloser’s Confidential Information in violation Information, (v) not, within the meaning of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, export or re‑export, directly or indirectly, including but not limited to export on the Internet or other network service, any of the Discloser’s Confidential Information, (vvi) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (vivii) 005.283986 upon the termination or expiration of the applicable Revised Transaction Documentthis Agreement, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunderInformation, including all originals, copies and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applications.

Restrictions and Covenants. Each Except as otherwise provided herein, each Party agrees that, in its capacity as a the Recipient of the other Party’s Confidential Information, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and will take reasonable all precautions necessary to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential informationConfidential Information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person or entity (except as set forth in Section 2(b) below9.3 hereof), (iii) not make any use whatsoever at any time of the Discloser’s Confidential Information for any purpose whatsoever other than except as may be directly is necessary in furtherance the performance of the purposes of one or more of the Revised Transaction DocumentsRecipient’s specific duties under this Agreement, (iv) not export copy, reverse engineer, alter, modify, break down, melt down, disassemble or transmit any of the Discloser’s Confidential Information in violation Information, (v) not, within the meaning of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, export or re-export, directly or indirectly, including but not limited to export on the Internet or other network service, any of the Discloser’s Confidential Information, (vvi) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (vivii) upon the termination or expiration of the applicable Revised Transaction Documentthis Agreement, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunderInformation, including all originals, copies originals and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applicationscopies.

Restrictions and Covenants. Each Party Except as otherwise provided herein, each party agrees that, in its capacity as a the Recipient of the other Party’s Confidential Information, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and will take reasonable all precautions necessary to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential informationConfidential Information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person or entity (except as set forth in Section 2(b10.2(b) below(Disclosure to Representatives) hereof), (iii) not make any use whatsoever at any time of the Discloser’s Confidential Information for any purpose whatsoever other than except as may be directly is necessary in furtherance the performance of the purposes of one or more of the Revised Transaction DocumentsRecipient’s specific duties under this Agreement, (iv) not export copy, reverse engineer, alter, modify, break down, melt down, disassemble or transmit any of the Discloser’s Confidential Information in violation Information, (v) not, within the meaning of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, export or re‑export, directly or indirectly, including but not limited to export on the Internet or other network service, any of the Discloser’s Confidential Information, (vvi) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (vivii) 005.283986 8 upon the termination or expiration of the applicable Revised Transaction Documentthis Agreement, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunderInformation, including all originals, copies and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applications.

Restrictions and Covenants. Each Party Except as otherwise provided herein, each party agrees that, in its capacity as a the Recipient of the other Party’s Confidential Information, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and will take reasonable all precautions necessary to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential informationConfidential Information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person or entity (except as set forth in Section 2(b9.2(b) below(Disclosure to Representatives) hereof), (iii) not make any use whatsoever at any time of the Discloser’s Confidential Information for any purpose whatsoever other than except as may be directly is necessary in furtherance the performance of the purposes of one or more of the Revised Transaction DocumentsRecipient’s specific duties under this Agreement, (iv) not export copy, reverse engineer, alter, modify, break down, melt down, disassemble or transmit any of the Discloser’s Confidential Information in violation Information, (v) not, within the meaning of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, export or re-export, directly or indirectly, including but not limited to export on the Internet or other network service, any of the Discloser’s Confidential Information, (vvi) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (vivii) upon the termination or expiration of the applicable Revised Transaction Documentthis Agreement, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunderInformation, including all originals, copies and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applications.

Restrictions and Covenants. Each Except as otherwise provided herein, each Party agrees that, in its capacity as a Recipient to any Confidential Information of which it is the other Party’s Confidential InformationRecipient, it will (i) hold the Discloser’s Confidential Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential Information, and will take reasonable all precautions necessary to protect the Discloser’s Confidential Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential informationConfidential Information, (ii) not divulge any of the Discloser’s Confidential Information or any information derived therefrom (including results of tests on material samples) to any other person or entity (except as set forth in Section 2(b) below10.5.3 hereof), (iii) not make any use whatsoever at any time of the Discloser’s Confidential Information for any purpose whatsoever other than except as may be directly is necessary in furtherance the performance of the purposes of one or more of the Revised Transaction DocumentsRecipient’s specific duties under this Agreement, (iv) not export copy, reverse engineer, alter, modify, break down, melt down, disassemble or transmit any of the Discloser’s Confidential Information in violation Information, (v) not, within the meaning of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, export or re-export, directly or indirectly, including but not limited to export on the Internet or other network service, any of the Discloser’s Confidential Information, (vvi) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential Information, and (vivii) upon the termination or expiration of the applicable Revised Transaction Documentthis Agreement, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunderInformation, including all originals, copies originals and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applicationscopies.

Restrictions and Covenants. Each Party agrees that, in its capacity as a the Recipient of the other Party’s Confidential Information, it will (i) hold the Discloser’s Confidential 's Information in strict confidence, use a high degree of care in safeguarding the Discloser’s Confidential 's Information, and will Liquidmetal Technologies Mutual Nondisclosure Agreement (v.2) take reasonable all precautions necessary to protect the Discloser’s Confidential 's Information including, at a minimum, all precautions the Recipient normally employs with respect to its own confidential information, (ii) not divulge any of the Discloser’s Confidential 's Information or any information derived therefrom (including results of tests on material samples) to any other person or entity Person (except as set forth in Section 2(b) below), (iii) not make any use whatsoever at any time of the Discloser’s Confidential 's Information except for any the purpose whatsoever of internal evaluation of the proposed Transaction or such other than purpose as may be directly in furtherance permitted by a subsequent written agreement of the purposes of one parties (such as a research or more of the Revised Transaction Documentsproduct development agreement), (iv) not export copy, reverse engineer, alter, modify, break down, melt down, disassemble or transmit any of the Discloser’s Confidential Information in violation 's Information, (v) not, within the meaning of the United States Export Administration Act and regulations thereunder, or any other applicable export control laws or regulations, export or re-export, directly or indirectly, including but not limited to export on the Internet or other network service, any of the Discloser's Information, (vvi) not allow others within the Recipient's control to use the Discloser's Information for the benefit of the Recipient or any other Person (other than the Discloser), (vii) not use the Discloser's Information against the interests of the Discloser, (viii) notify the Discloser in writing immediately upon discovery by the Recipient or its Representatives of any unauthorized use or disclosure of the Discloser’s Confidential 's Information, (ix) not use the Discloser's Information in any way to pursue patents in any country, and (vix) upon termination the oral or expiration written request of the applicable Revised Transaction DocumentDiscloser, immediately return to the Discloser or destroy (at the option of the Recipient) all such Confidential Information disclosed thereunderInformation, including all originals, copies and extracts, provided that the Recipient may retain any information to which it has a continuing license for use, and provided further that Recipient’s 's legal counsel may retain one copy of the returned or destroyed items (excluding material samples provided by Liquidmetal) for archival purposes. Except as expressly permitted by the Revised Transaction Documents, Recipient will not file any copyright registrations, patent applications, or similar registrations of ownership on Discloser’s Confidential Information or on any invention, technology, development, or information that utilizes or incorporates Discloser’s Confidential Information, and in the event that Recipient does so in violation of this Agreement, Recipient will assign to Discloser such registrations or applications.