Mutual Confidentiality

1.6-Mutual Confidentiality The parties understand, acknowledge and agree that each party’s inventions, discoveries, proprietary information and trade secrets are of critical importance to its ongoing operations and prospects. During the course of performing services for CMS according to their respective contracts, described above, the parties will likely have access to information that is confidential and proprietary to the other party. In addition, each party may create inventions, make discoveries, write software or code, develop file layouts, methodologies or processes, and create applications during the course of the parties’ relationship. Examples of proprietary information and trade secrets include, but are not limited to, discoveries, improvements, processes, developments, designs, know-how, data, file layouts, documentation, computer programs (including but not limited to all source code for those programs) and formulae. Each Party agrees to hold the other party’s Confidential Information to at least the same level of protection against unauthorized disclosure or use as the receiving party normally uses to protect its own information of a similar character, but in no event less than reasonable care. Neither party shall disclose to any person in any manner, either before, during or after the term of this JOA, proprietary or trade secret information (as hereafter defined) except to the extent necessary for the performance of each party’s duties under this JOA, or as required by CMS pursuant to each party’s contract with CMS, as applicable. Each party shall not use proprietary/trade secret information of the other for any other purpose whatsoever. Each party agrees to cooperate with the other party, and to use its best efforts, to prevent the unauthorized disclosure, use or reproduction of any proprietary/trade secret information of the other. Nothing in this Agreement shall prohibit or limit a party’s use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodologies) (i) previously known to that party, prior to its receipt from the disclosing party, (ii) independently developed without use of the Confidential Information, (iii) acquired by it from a third party which was not, to the recipient's knowledge, under an obligation to the disclosing party not to disclose such information, or (iv) which is or becomes publicly available through no breach of this Agreement by the receiving party. The obligation to protect Confidential Information shall survive the expiration or termination of this JOA.