Confidentiality Obligations

Scope of Confidential Information

Raskenlund may disclose or make available to the licensee confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information. Such information, as well as the terms of this Agreement, whether oral or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” constitutes “Confidential Information” hereunder. Confidential Information does not include information that, at the time of disclosure:

  1. 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 by the licensee or any of its affiliates, employees, officers, directors, partners, shareholders, attorneys, third-party advisors, successors, and permitted assigns (collectively, the “Representatives”);

  2. Is or becomes available to the licensee 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;

  3. Was known by or in the possession of the licensee or its Representatives prior to being disclosed by or on behalf of Raskenlund;

  4. Was or is independently developed by the licensee without reference to or use of, in whole or in part, any of Raskenlund’s Confidential Information; or

  5. Is required to be disclosed pursuant to applicable law.

Protection of Confidential Information

The licensee shall:

  1. Protect and safeguard the confidentiality of the Raskenlund’s Confidential Information with at least the same degree of care as the licensee would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

  2. Not use the Raskenlund’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this License Agreement; and

  3. Not disclose any such Confidential Information to any Person, except to the licensee’s Representatives who need to know the Confidential Information to assist the licensee, or act on its behalf, to exercise its rights or perform its obligations under this License Agreement.

The Licensee shall be responsible for any breach of this Section caused by any of its Representatives. On the expiration or earlier termination of this Agreement or upon Raskenlund’s written request, the licensee and its Representatives shall promptly return or destroy all Confidential Information and copies thereof that it has received under this License Agreement.