6.
PERMITTED DISCLOSURES
Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with
a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or
carry out a proposed transaction or relationship with Owner and only if such employees are advised of
the confidential nature of such Confidential Information and the terms of this Agreement and are bound
by a written agreement or by a legally enforceable code of professional responsibility to protect the
confidentiality of such Confidential Information.
7.
REQUIRED DISCLOSURES
Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is
required by court order, provided that Recipient provides Owner a reasonable opportunity to review the
disclosure before it is made and to interpose its own objection to the disclosure.
8.
USE
Recipient and its Representatives shall use the Confidential Information solely for the purpose of
evaluating a possible transaction or relationship with Owner and shall not in any way use the
Confidential Information to the detriment of Owner.
9.
NO LICENSE
Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise
in any Confidential Information. It is understood and agreed that neither party solicits any change in the
organization, business practice, service or products of the other party, and that the disclosure of
Confidential Information shall not be construed as evidencing any intent by a party to purchase any
products or services of the other party nor as an encouragement to expend funds in development or
research efforts. Confidential Information may pertain to prospective or unannounced products.
Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a
third party develop a competing or similar product.
10.
OTHER INFORMATION
Recipient shall have no obligation under this Agreement with respect to Confidential Information which
is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by
Recipient without obligations of confidentiality; or is developed by Recipient without breach of this
Agreement; provided, however, such Confidential Information shall not be disclosed until [NUMBER]
days after written notice of intent to disclose is given to Owner along with the asserted grounds for
disclosure.
11.
RETURN OF DOCUMENTS
If Recipient does not proceed with the possible transaction with Owner, Recipient shall notify Owner of
that decision and shall, at that time or at any time upon the request of Owner for any reason, return to
Owner any and all records, notes, and other written, printed or other tangible materials in its possession
pertaining to the Confidential Information immediately on the written request of Owner. The returning
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