Common use of Scope of Confidential Information Clause in Contracts

Scope of Confidential Information. From time to time during the Term, each Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, Products and services, confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred to as “Confidential Information” hereunder. Notwithstanding the foregoing, Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. If the Receiving Party is required by applicable Law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order or other remedy, and the Receiving Party shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Disclosing Party’s Confidential Information that, in the written opinion of its legal counsel, the Receiving Party is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

Scope of Confidential Information. From time to time during the Term, each either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, Products and servicesproducts, confidential information and materials comprising or relating to Intellectual Property Rightsintellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information. Such ; with such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated marked or otherwise identified as “confidential,” is collectively referred to as constitutes “Confidential Information” hereunder. Notwithstanding the foregoing, Confidential Information does not include excludes information that that, at the time of disclosure: (ai) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 Agreement by the Receiving Party or any of its RepresentativesParty; (bii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third third-party is not and was not prohibited from disclosing such Confidential Information; (ciii) was known by or in the possession of the Receiving Party or its Representatives prior to before being disclosed by or on behalf of the Disclosing Party; or (div) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. If For the Receiving Party is required avoidance of doubt, (x) “Confidential Information” does not include information with respect to the Business or the Assets conveyed to Service Provider at the First Closing, which shall be governed by applicable Law the Purchase Agreement, and (y) the books and records owned by Service Provider pursuant to disclose any Section 8(b) of the Disclosing Partythis Agreement shall be Service Provider’s Confidential Information. Upon the consummation of the Second Closing or earlier termination of this Agreement, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order or other remedy, this Section 9 shall terminate as to Service Provider and the Receiving Party Company shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Disclosing Party’s convey all Company Confidential Information that, to Service Provider and be bound by the confidentiality provisions in the written opinion of its legal counsel, the Receiving Party is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatmentPurchase Agreement with respect thereto.

Scope of Confidential Information. From time to time during the Term, each either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, Products goods and services, forecasts, confidential information and materials comprising or relating to Intellectual Property RightsProperty, trade secrets, third-party confidential information, information and other sensitive or proprietary information. Such information, as well as the terms of this AgreementCMA, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred to as “Confidential Information” hereunder. Buyer shall be deemed to be the Disclosing Party and Seller shall be deemed to be the Receiving Party with respect to all Confidential Information included, or the rights to which are included, in the Purchased Assets. Notwithstanding the foregoing, Confidential Information does not include information that that, at the time of disclosure: disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; ; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or ; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. If the Receiving Party is required by applicable Law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order or other remedy, and the Receiving Party shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: ; or (ae) only disclose that portion of the Disclosing Party’s Confidential Information that, in the written opinion of its legal counsel, the Receiving Party is required to disclose; and (b) use reasonable efforts be disclosed pursuant to ensure that such Confidential Information is afforded confidential treatmentapplicable Law or rules or regulations of any stock exchange.

Scope of Confidential Information. From time to time during the Term, each either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, Products goods and services, forecasts, confidential information and materials comprising or relating to Intellectual Property Rightsintellectual property rights, trade secrets, third-party confidential information, and other sensitive sensitive, competitive, or proprietary information, including without limitation any information specifically identified in an Attachment. Such information, as well as the existence and terms of this Agreement, whether orally disclosed or otherwise made available orally, in writtenwriting, by demonstration, or otherwise, in electronic or other form or media, and whether or not marked, designated designated, or otherwise identified as “confidential,” is collectively referred to as constitutes “Confidential Information” hereunder. Exhibitions Cargo and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Exhibitions Cargo, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Customer, and will protect such information and treat it as strictly confidential. Notwithstanding the foregoing, Confidential Information does not include information that that, at the time of disclosure: disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result ofresulting, directly or indirectly, from any breach of this Section 13 paragraph 2 by the Receiving Party or any of its Representatives; representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such the third party is not and was not prohibited from disclosing such the Confidential Information; ; (c) was known by or in the possession of the Receiving Party or its Representatives prior to representatives before being disclosed by or on behalf of the Disclosing Party; or ; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. If the Receiving Party is required by ; or (e) must be disclosed under applicable Law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order or other remedy, and the Receiving Party shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Disclosing Party’s Confidential Information that, in the written opinion of its legal counsel, the Receiving Party is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatmentlaw.

Scope of Confidential Information. From time to time during the Term, each either Party or any of its Affiliates or representatives (as the “Disclosing Party”) may disclose or make available to the other Party or any of its Affiliates or representatives (as the “Receiving Party”) information and data, about its business affairs, Products goods and services, Forecasts, confidential information and materials comprising or relating to Intellectual Property Rights, trade secretsTrade Secrets, third-third party confidential information, information and other sensitive or proprietary information. Such information, the Customer Materials, as well as the terms and provisions of this Agreement, whether orally or in written, electronic or other form forms including all notes, books, papers, diagrams, documents, reports, e-mail, memoranda, visual observations and all other data or mediainformation in whatever form, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred ”, including those made prior to as the Effective Date of this Agreement. (collectively, “Confidential Information” hereunder”). Notwithstanding the foregoing, Confidential Information does not include information that, to the extent the Receiving Party can demonstrate by competent evidence that such information, at the time of disclosure: : (a) is (at the time of disclosure by the Disclosing Party) or becomes (after the time of such disclosure by the Disclosing Party) generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; , or any Recipient to whom the Receiving Party disclosed such information, of its confidentiality obligations to the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-third party source, provided that such third party is not and was not not, to the actual knowledge of the Receiving Party, prohibited from disclosing such Confidential Information; Information without breaching any confidentiality obligation to the Disclosing Party; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or , as evidenced by its written records; (d) was or is independently developed by or on behalf of the Receiving Party or any of its Affiliates, as evidenced by its written records, without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. If ; (e) is submitted by the Receiving Party to a Governmental Authority to facilitate the issuance or maintenance of marketing approvals for any Product, provided that reasonable measures shall have been taken to ensure confidential treatment of such Confidential Information; (f) is of Manufacturer’s that is provided to third parties by Customer under appropriate terms and conditions, including confidentiality provisions substantially equivalent to those contained in this Section 13, for consulting, clinical and marketing purposes; or (g) is required to be disclosed pursuant to Applicable Law or an order of a Governmental Authority; provided that the Receiving Party: (i) provides the Disclosing Party with prompt written notice of such disclosure requirement if legally permitted, (ii) affords the Disclosing Party an opportunity, and cooperates with the Disclosing Party’s efforts, to oppose or limit, or secure confidential treatment for such required disclosure (at the Disclosing Party’s expense) by at least providing the Disclosing Party with a copy of the proposed disclosure in sufficient time to allow reasonable opportunity to comment thereon, and (iii) if the Disclosing Party is unsuccessful in its efforts pursuant to subsection (ii), discloses only that portion of the Confidential Information that the Receiving Party is legally required by applicable Law to disclose any of as advised by the Disclosing Receiving Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order or other remedy, and the Receiving Party shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Disclosing Party’s Confidential Information that, in the written opinion of its legal counsel, the Receiving Party is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

Scope of Confidential Information. From time to time during the Term, each either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, Products goods and servicesservices (including any Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, information and other sensitive or proprietary information. Such information, as well as the terms of this AgreementAgreement and other information that by its nature can reasonably be expected to be considered confidential, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred to as constitutes “Confidential Information” hereunder. Notwithstanding the foregoing, Confidential Information does not include information that at the time of disclosure: : (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 ‎13 by the Receiving Party or any of its Representatives; ; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; ; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or ; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information. If ; or (e) is required to be disclosed pursuant to applicable Law; provided, that the Receiving Party is required by applicable Law (i) provide prompt written notice thereof to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that to enable the Disclosing Party may to seek a protective order or other remedy, otherwise prevent such disclosure and the Receiving Party shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: (aii) disclose only disclose that portion of the Disclosing Party’s Confidential Information that, in the written opinion of its legal counsel, the Receiving Party is required to disclose; and (b) use reasonable efforts to ensure that comply with such Confidential Information is afforded confidential treatmentrequirement.

Scope of Confidential Information. From time to time during the Term, each Party [Buyer/Seller/either Party] (as the “"Disclosing Party”") may disclose or make available to [Seller/Buyer/the other Party Party] (as the “"Receiving Party”") information about its business affairs, Products goods and servicesservices (including any Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information. Such information[, as well as the terms of this Agreement][, whether orally or in written, electronic or other form or media][, and and] [whether or not marked, designated or otherwise identified as “"confidential,” is collectively referred to as “"] constitutes "Confidential Information” " hereunder. Notwithstanding the foregoing, Confidential Information does not include information that at the time of disclosuredisclosure [and as established by documentary evidence]: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 2913 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s 's Confidential Information. If the Receiving Party is required by applicable Law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order ; or other remedy, and the Receiving Party shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Disclosing Party’s Confidential Information that, in the written opinion of its legal counsel, the Receiving Party is required to disclose; be disclosed pursuant to applicable Law. [Notwithstanding the foregoing, any technical or other information provided by Seller to Buyer or its Affiliates will not be subject to confidentiality or nondisclosure obligations unless the parties have entered into a separate written confidentiality and (b) use reasonable efforts nondisclosure agreement signed by their respective authorized representatives prior to ensure that such Confidential Information is afforded confidential treatmentthe effective date of this Agreement.]

Scope of Confidential Information. From time to time during the Term, each either Party (as the “"Disclosing Party”") may disclose or make available to the other Party (as the “"Receiving Party”") information about its business affairs, Products goods and servicesservices (including any Forecasts), confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “"confidential,” is collectively referred to as “" constitutes "Confidential Information” " hereunder. Notwithstanding the foregoing, Confidential Information does not include information that at the time of disclosure: disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives; ; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; ; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; or ; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s 's Confidential Information. If the Receiving Party is required by applicable Law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall, before such disclosure, notify the Disclosing Party of such requirements so that the Disclosing Party may seek a protective order or other remedy, and the Receiving Party shall reasonably assist the Disclosing Party therewith. If the Receiving Party remains legally compelled to make such disclosure, it shall: ; or (ae) only disclose that portion of the Disclosing Party’s Confidential Information that, in the written opinion of its legal counsel, the Receiving Party is required to disclose; be disclosed pursuant to applicable Law. Notwithstanding the foregoing, any technical or other information provided by Manufacturer to Mirion or its Affiliates will not be subject to confidentiality or nondisclosure obligations unless the parties have entered into a separate written confidentiality and (b) use reasonable efforts nondisclosure agreement signed by their respective authorized representatives prior to ensure that such Confidential Information is afforded confidential treatmentthe effective date of this Agreement.