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2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means:

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

5. All Confidential Information in any form and any medium, including all copies thereof, disclosed to the Recipient shall be returned to UNHCR or destroyed: (a) if a business relationship is not entered into with UNHCR on or before the date which is three (3) months after the date both Parties have signed the Agreement; or

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

1entailment

4. Nothing in this Agreement is to be construed as granting the Recipient, by implication or otherwise, any right whatsoever with respect to the Confidential Information or part thereof.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

11. The Recipient shall not advertise or otherwise make public the fact that it has a confidential relationship with UNHCR, nor shall the Recipient, in any manner whatsoever use the name, emblem, or official seal of the United Nations or UNHCR, or any abbreviation of the name of the United Nations or UNHCR in connection with its business or otherwise.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential.

Confidential Information shall only include technical information.

2neutral

1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential.

All Confidential Information shall be expressly identified by the Disclosing Party.

1entailment

Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement.

Some obligations of Agreement may survive termination of Agreement.

1entailment

The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder.

Receiving Party may independently develop information similar to Confidential Information.

1entailment

The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

1. “Confidential Information”, whenever used in this Agreement, shall mean any data, document, specification and other information or material, that is delivered or disclosed by UNHCR to the Recipient in any form whatsoever, whether orally, visually in writing or otherwise (including computerized form), and that, at the time of disclosure to the Recipient, is designated as confidential.

Confidential Information may include verbally conveyed information.

1entailment

The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means:

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

The Recipient will not copy or reproduce the Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies.

Receiving Party may create a copy of some Confidential Information in some circumstances.

1entailment

The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or,

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed;

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

Either Party may terminate the working relationship contemplated by this Agreement by providing written notice to the other, provided, however, that the obligations and restrictions hereunder regarding the Confidential Information shall remain effective following any such termination or any other termination or expiration of this Agreement.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

Any and all proprietary rights, including but not limited to rights to and in inventions, patent rights, utility models, copyrights, trademarks and trade secrets, in and to any Confidential Information shall be and remain with the Participants respectively, and Mentor shall not have any right, license, title or interest in or to any Confidential Information, except the limited right to review, assess and help develop such Confidential Information in connection with the Copernicus Accelerator 2017.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

The Recipient shall use the Confidential Information solely for the purpose for which it was disclosed;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

“Confidential Information” means any Idea disclosed to Mentor, all data and information, know-how, business concepts, software, procedures, products, services, development projects, and programmes contained in such Idea and/or its description and any conclusions.

Confidential Information shall only include technical information.

0contradiction

The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

Notwithstanding the termination of this Agreement, any Confidential Information must be kept confidential for as long as such Confidential Information is not publicly known unless it becomes part of the public domain through no wrongful act of Mentor.

Some obligations of Agreement may survive termination of Agreement.

1entailment

The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or (ii) disclosed by the Discloser to a third party without any obligation of confidentiality, or (iii) previously known by the Recipient, or (iv) at any time is developed by the Recipient completely independently of any disclosures hereunder.

Receiving Party may independently develop information similar to Confidential Information.

2neutral

At Organiser’s first request, Mentor shall: (a) discontinue all use of Confidential Information; (b) return to Organiser and/or Participants all materials furnished by Organiser and/or Participants that contain Confidential Information; (c) destroy any copy and all materials produced by and under control of Organiser and/or Participants that contain Confidential Information; (d) erase and/or destroy any Confidential Information contained in computer memory or data storage apparatus of, under control of or used by Mentor; (e) remove the Confidential Information from any software or data base of, under control of/or used by Mentor that incorporates or uses the Confidential Information in whole or in part; and

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

0contradiction

The Recipient may disclose the Confidential Information to the extent required by law, provided that, subject to and without any waiver of the privileges and immunities of UNHCR, the Recipient will give UNHCR sufficient prior notice of a request for the disclosure of the Confidential Information in order to allow UNHCR to have a reasonable opportunity to take protective measures or such other action as may be appropriate before any such disclosure is made.

Confidential Information may include verbally conveyed information.

2neutral

The Recipient shall not be precluded from disclosing the Confidential Information that is (i) obtained by the Recipient without restriction from a third party who is not in breach of any obligation as to confidentiality to the owner of such Confidential Information or any other person, or

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

0contradiction

2.3 Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the Confidential Information in accordance with this Agreement, the Recipient may disclose the Confidential Information to: 2.3.1 Any other party with the Discloser’s prior written consent; and 2.3.2 the Recipient’s employees, officials, representatives and agents who have a strict need to know the contents of the Confidential Information, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a similar need to know the contents of the Confidential Information, provided that, for these purposes a controlled legal entity means: 2.3.2.1 a corporate entity in which the Party owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, 2.3.2.2 any entity over which the Party exercises effective managerial control; or,

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

If Mentor is required by mandatory, non-appealable judicial or administrative process and/or order to disclose Confidential Information, then Mentor shall promptly notify Organiser and allow Organiser and the Participants reasonable time to oppose such process unless this is not admissible under a mandatory law, judicial or administrative order.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

Confidential Information does not include: > information already known or independently developed by Mentor prior to the disclosure of any Idea; > information already in the public domain through no wrongful act of Mentor; or > information received from a third party who was free to disclose such information.

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

0contradiction

Mentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants´ Ideas.

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

Upon termination of this Agreement, all Confidential Information in the possession or control of a Participating Entity and its Representatives that received such information shall be returned to the Participating Entity that disclosed the information, including all copies of such information in any form whatsoever, unless otherwise instructed in writing by the Participating Entity that disclosed the information.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

1entailment

This Agreement is not intended to create any right in or obligation of any Participating Entity or third party other than those expressly stated herein.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

Mentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants´ Ideas.

Confidential Information shall only include technical information.

2neutral

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

The provisions of Sections 1, 2, 3, 4, 5 and 6 shall survive the termination of this Agreement for a period of ten (10) years.

Some obligations of Agreement may survive termination of Agreement.

1entailment

Mentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants´ Ideas.

Receiving Party may independently develop information similar to Confidential Information.

2neutral

Notwithstanding anything in this paragraph 6 to the contrary, a Participating Entity may retain a record copy of any Confidential Information if required to do so by applicable law.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

1entailment

“Confidential Information” under this Agreement consists of: (i) all information disclosed by any Participating Entity, or any of its employees, directors, officers, affiliates, partners, agents, advisors or other representatives (“Representatives”) pursuant to that Participating Entity’s participation in or contribution to the development or implementation of a Cyber Mutual Assistance Program, including any Participating Entity’s request for or provision of cyber mutual assistance, whether disclosed prior to or following the execution of this Agreement; (ii) any information or documentation produced by a Participating Entity, or any of its Representatives, under any Cyber Mutual Assistance Program or related to a specific request for or response to cyber mutual assistance, including any analysis of such information, and whether produced prior to or following the execution of this Agreement; (iii) any aggregation, consolidation, or listing of information or documentation disclosed by one or more Participating Entities, or any of their respective Representatives, pursuant to the development or implementation of a Cyber Mutual Assistance Program including any Participating Entity’s request for or provision of cyber mutual assistance; and (iv) all observations of equipment (including computer screens) and oral disclosures related to the development of any Cyber Mutual Assistance Program or a specific request for or response to cyber mutual assistance, including the systems, operations, and activities of each Participating Entity, whether such observations or oral disclosures were made prior to or following the execution of this Agreement.

Confidential Information may include verbally conveyed information.

1entailment

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

0contradiction

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

(a) In the event that any governmental authority issues an order, subpoena, or other lawful process or a Participating Entity receives a discovery request in a civil proceeding ("Legal Process") requiring the disclosure of any Confidential Information, the Participating Entity receiving such Legal Process shall notify in writing the other Participating Entities within five (5) business days of receipt. The Participating Entity receiving such Legal Process shall not be in violation of this Agreement if it complies with the Legal Process requiring disclosure of the Confidential Information after seven (7) business days following Participating Entity notification, as set forth above. (b) A Participating Entity shall not disclose any Confidential Information in response to a request under the federal Freedom of Information Act, 5 U.S.C. § 552, as amended, or an equivalent state or local open records law, except as required by law as determined in the written opinion of such Participating Entity’s legal counsel. Upon receipt of a Freedom of Information Act or public records disclosure request, such Participating Entity shall: (i) notify each Participating Entity or Participating Entities whose information is subject to such disclosure request immediately upon receipt of a request for public records that include all or part of the Confidential Information; and

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

Notwithstanding Sections 1 and 2, a Participating Entity shall not have breached any obligation under this Agreement if the Confidential Information is disclosed to a third party when the Confidential Information: (a) was in the public domain at the time of such disclosure or is subsequently made available to the public by the Participating Entity who provided the Confidential Information, or otherwise consistent with the terms of this Agreement; or (b) had been received or independently developed by such Participating Entity at or prior to the time of disclosure through a process other than the development or implementation of the Cyber Mutual Assistance Program; or (c) is subsequently disclosed to the Participating Entity by a third party without restriction on use and without breach of any agreement or legal duty; or (d) subject to the provisions of Section 4, is used or disclosed pursuant to statutory duty, such as a public records act request, or an order, subpoena, discovery request, or other lawful process issued by a court or other governmental authority of competent jurisdiction or in a judicial proceeding; or (e) is disclosed by unanimous agreement of each of the Participating Entity or Participating Entities whose information is subject to such disclosure; or (f) after the time of its disclosure hereunder, becomes subsequently available to such Participating Entity on a non-confidential basis from a source not known by such Participating Entity to be bound by a confidentiality agreement or secrecy obligation in respect thereof.

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity’s cyber systems at risk.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

Each Participating Entity agrees (i) to maintain the confidentiality of all Confidential Information obtained, (ii) without the express permission of the Participating Entity providing such information, not to disclose such information to third parties, and (iii) to use such information only for the express purpose of developing and implementing a Cyber Mutual Assistance Program, including in connection with any request for or provision of cyber mutual assistance between Participating Entities. Each Participating Entity shall use the Confidential Information received hereunder only for the purposes identified in Section 1. Notwithstanding the forgoing, a Participating Entity may use and internally share Confidential Information as deemed necessary to respond to an actual or threatened cyber emergency that places, or has the potential to place, the Participating Entity’s cyber systems at risk. Any other use shall be only with the prior written consent of the Participating Entity or Participating Entities that provided the Confidential Information sought to be used.

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media, unless agreed between the parties in writing.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

Confidential Information includes, without limitation, non-public information relating to released or unreleased Disclosing Party software products, the marketing or promotion of any Disclosing Party product, Disclosing Party’s business policies or practices, financial information, technical information, computer systems, infrastructure designs, data, analysis, compilations, studies or other documentation and information received from others that Disclosing Party is obligated to treat as confidential.

Confidential Information shall only include technical information.

0contradiction

1. Confidential Information “Confidential Information” means nonpublic information that disclosing party (“Disclosing Party”) designates as being confidential or which, under the circumstances surrounding disclosure the receiving party (“Receiving Party”) should know is treated as confidential by the Disclosing Party.

All Confidential Information shall be expressly identified by the Disclosing Party.

0contradiction

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Some obligations of Agreement may survive termination of Agreement.

2neutral

Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party without access to the Disclosing Party’s information, or

Receiving Party may independently develop information similar to Confidential Information.

1entailment

Upon the request of the Disclosing Party, Receiving Party shall return all originals, copies, reproductions and summaries of Confidential Information at Disclosing Party’s request, or at Disclosing Party’s option, certify destruction of the same.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

0contradiction

Mentor shall not use any Confidential Information for any purpose except to review, assess and help develop the Participants´ Ideas.

Confidential Information may include verbally conveyed information.

2neutral

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

2neutral

Mentor shall not disclose any Confidential Information to any third party or to Mentor’s employees and/or employer without the prior written consent of the Participants.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

Confidential Information shall not include any information that: (i) is or subsequently becomes publicly available without Receiving Party’s breach of any obligation owed to Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party’s disclosure of such information to Receiving Party; (iii) became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv) is independently developed by Receiving Party without access to the Disclosing Party’s information, or (v) the Confidential Information is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the other party is provided notice of such requirement prior to any such disclosure.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

The Receiving Party agrees disclose Confidential Information only to those employees who need to know such information and certifies that such employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

Each party agrees that it shall not make use of, disseminate, or in any way disclose any Confidential Information of the Disclosing Party to any person, firm, or business, except to the extent necessary for the Transaction.

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

2. Upon the termination of this Agreement for any reason, the confidentiality provisions set forth herein shall continue to apply to the Data shared with Data Recipient pursuant to this Agreement. Except as provided in paragraph (3) of this subsection, upon termination of this Agreement, for any reason, Data Recipient shall return or destroy the Data provided by DOHMH that Data Recipient maintains in any form, and all copies of the Data in all its forms. Data Recipient will confirm in writing to DOHMH Data Recipient’s destruction or return of Data, and all copies, within 60 days of the termination of this Agreement. 3. In the event that Data Recipient determines that returning or destroying all of the Data, and all copies of the Data, is infeasible, Data Recipient shall provide to DOHMH notification of the conditions that make return or destruction infeasible. Upon receipt by DOHMH of such notification that return or destruction of the Data is infeasible, Data Recipient shall extend the protections of this Agreement to such Data and limit further uses and disclosures of such Data to those purposes that make the return or destruction infeasible, for so long as Data Recipient maintains such Data.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

1entailment

The Data Recipient hereby acknowledges that the DOHMH is the exclusive owner of the Data and all trade secrets and other rights therein. No license or conveyance of any such rights is granted or implied under this Agreement.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media, unless agreed between the parties in writing.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Confidential Information shall only include technical information.

2neutral

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Receiving Party may independently develop information similar to Confidential Information.

2neutral

3. In the event that Data Recipient determines that returning or destroying all of the Data, and all copies of the Data, is infeasible, Data Recipient shall provide to DOHMH notification of the conditions that make return or destruction infeasible. Upon receipt by DOHMH of such notification that return or destruction of the Data is infeasible, Data Recipient shall extend the protections of this Agreement to such Data and limit further uses and disclosures of such Data to those purposes that make the return or destruction infeasible, for so long as Data Recipient maintains such Data.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

1entailment

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Confidential Information may include verbally conveyed information.

2neutral

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Except as set forth in Section III, Data Recipient shall not reproduce the Data in any form without the prior written consent of DOHMH.

Receiving Party may create a copy of some Confidential Information in some circumstances.

0contradiction

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

2neutral

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Receiving Party may acquire information similar to Confidential Information from a third party.

2neutral

1. Only the Data Recipient’s employees and/or consultants required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as “Authorized Users” in Attachment C to this Agreement, will be given access to the Data.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

IV. NO REVERSE ENGINEERING; WORK PRODUCT: Receiving Party shall not reverse-engineer, analyze, attempt to duplicate or otherwise attempt to determine the design or method of compiling samples, prototypes or products of the Originating Party except pursuant to a mutually acceptable, written agreement executed by the parties.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

1entailment

5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

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No express or implied license under any intellectual property rights of either party is granted or conveyed to the other party under this Agreement.

Agreement shall not grant Receiving Party any right to Confidential Information.

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The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media, unless agreed between the parties in writing.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

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A. “Confidential Information” as used herein any and all confidential and/or proprietary information concerning the Originating Party’s business and such party’s trade secrets, proprietary data and business data, whether oral or written, tangible or intangible, which is disclosed to or learned by the Receiving Party in the course of the Discussions or otherwise while working with the Originating Party, and/or discovered, developed, conceived, originated, appreciably modified, or prepared in scope of Receiving Party’s relationship with the Originating Party, including but not limited to the following: 1. Business plans, acquisition plans, expansion plans, business development plans; 2. Financial information, personnel information, training information, management systems and recruitment strategies; 3. All commercial data relating to the business and products of Originating Party; 4. Identity and contact information regarding vendors and suppliers; 5. Specifications regarding Originating Party’s products (including inventions, formulas, machinery and equipment, use of raw materials); 6. Pricing and marketing/business strategies; 7. Details regarding manufacturing processes and techniques; 8. Customer identities and customer contact information; 9. Customer credit information; 10. Information regarding customer preferences and particularized needs; 11. Product development strategies, expansion plans, and internal business plans, procedures, or methods of operation; and

Confidential Information shall only include technical information.

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5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

All Confidential Information shall be expressly identified by the Disclosing Party.

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Both parties further agree that their obligations under this paragraph survive the termination of the relationship between the two parties.

Some obligations of Agreement may survive termination of Agreement.

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13. “Confidential Information” shall not include information which, now or in the future, is available to the public (other than through improper disclosure by the Receiving Party); information rightly acquired from a third party without any obligation of confidentiality; information that is independently developed without the use of any Confidential Information; or information already known by Receiving Party prior to disclosure by Originating Party, as demonstrated by written evidence.

Receiving Party may independently develop information similar to Confidential Information.

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5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

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A. “Confidential Information” as used herein any and all confidential and/or proprietary information concerning the Originating Party’s business and such party’s trade secrets, proprietary data and business data, whether oral or written, tangible or intangible, which is disclosed to or learned by the Receiving Party in the course of the Discussions or otherwise while working with the Originating Party, and/or discovered, developed, conceived, originated, appreciably modified, or prepared in scope of Receiving Party’s relationship with the Originating Party, including but not limited to the following:

Confidential Information may include verbally conveyed information.

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V. NON-SOLICITATION OF EMPLOYEES AND/OR CONTRACTORS: Receiving Party recognizes and acknowledges that, while engaged in Discussions and/or while involved in a Business Relationship, such party will be in a position to utilize Originating Party’s goodwill and have access to and/or utilize Confidential Information of Originating Party that would enable Receiving Party to take advantage of that goodwill and/or Confidential Information to the detriment of the Originating Party, by attempting, for example, to recruit or solicit employees, and/or contractors of Originating Party. Receiving Party agrees and acknowledges that this would have the effect of causing the cessation or curtailment of the Business Relationship and would otherwise unfairly damage the business prospects of Originating Party. Therefore, in consideration of the mutual agreements made in this Agreement, during the course of the Business Relationship and for a period of 36 months after termination of the Business Relationship, Receiving Party agrees not to directly or indirectly communicate, solicit, induce, hire, recruit, take away, employ, endeavor to employ (on Receiving Party’s own behalf or on behalf of any other person or entity) or attempt to influence any employee or contractor in any way that may have the effect of causing the cessation or curtailment of their respective relationships with Originating Party.

Receiving Party shall not solicit some of Disclosing Party's representatives.

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The existence of any business negotiations, discussions, consultations, or agreements in progress between the parties shall not be released to any form of public media, unless agreed between the parties in writing.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

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Receiving Party therefore agrees that neither it nor its Representatives will at any time make any independent business or personal use of, retain, copy, divulge, disclose, reveal or communicate to any other person or organization (except as expressly authorized in writing by Originating Party, as required to analyze the Business Relationship or as required to fulfill Receiving Party’s obligations to Originating Party) any Confidential Information. Both parties agree that the obligations under this Agreement are in addition to all duties and obligations imposed upon each party by operation of law including but not limited to common-law and statute. Both parties further agree that their obligations under this paragraph survive the termination of the relationship between the two parties. III. LEGALLY REQUIRED DISCLOSURES: If Receiving Party is requested to disclose any Confidential Information of the Originating Party under applicable law, in any judicial or administrative proceeding, or in response to a formal request of a regulatory or governmental authority (including law enforcement), then, except as otherwise required to comply with applicable law, the Receiving Party shall promptly notify the Originating Party of such request so that Originating Party may resist such disclosure or seek an appropriate protective order, and shall provide all information and assistance reasonably requested by Originating Party in connection therewith, at the Originating Party’s sole expense. If the Receiving Party is nonetheless compelled to disclose any Confidential Information of the Originating Party, the Receiving Party shall limit its disclosure to that which, in the reasonable opinion of counsel, is required under applicable law. IV. NO REVERSE ENGINEERING; WORK PRODUCT: Receiving Party shall not reverse-engineer, analyze, attempt to duplicate or otherwise attempt to determine the design or method of compiling samples, prototypes or products of the Originating Party except pursuant to a mutually acceptable, written agreement executed by the parties.

Receiving Party may create a copy of some Confidential Information in some circumstances.

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III. LEGALLY REQUIRED DISCLOSURES: If Receiving Party is requested to disclose any Confidential Information of the Originating Party under applicable law, in any judicial or administrative proceeding, or in response to a formal request of a regulatory or governmental authority (including law enforcement), then, except as otherwise required to comply with applicable law, the Receiving Party shall promptly notify the Originating Party of such request so that Originating Party may resist such disclosure or seek an appropriate protective order, and shall provide all information and assistance reasonably requested by Originating Party in connection therewith, at the Originating Party’s sole expense.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

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13. “Confidential Information” shall not include information which, now or in the future, is available to the public (other than through improper disclosure by the Receiving Party); information rightly acquired from a third party without any obligation of confidentiality; information that is independently developed without the use of any Confidential Information; or information already known by Receiving Party prior to disclosure by Originating Party, as demonstrated by written evidence.

Receiving Party may acquire information similar to Confidential Information from a third party.

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5. No Further Rights All Confidential Information is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed to as granting or conferring any rights in the Confidential Information except as provided herein.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

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Receiving Party therefore agrees that neither it nor its Representatives will at any time make any independent business or personal use of, retain, copy, divulge, disclose, reveal or communicate to any other person or organization (except as expressly authorized in writing by Originating Party, as required to analyze the Business Relationship or as required to fulfill Receiving Party’s obligations to Originating Party) any Confidential Information.

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

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8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party: (a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or (b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

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1. Only the Data Recipient’s employees and/or consultants required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as “Authorized Users” in Attachment C to this Agreement, will be given access to the Data.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

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