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Emprove® Program Terms of Use

Acceptance of the Terms of Use

These terms of use are entered into by and between Your Organization or “You” or “Customer” upon the use of this Emprove® Program including a subscription to the Emprove® Suite Prime, Premium or Platinum services and/or access to the Emprove® Dossiers, you hereby declare you are authorized to bind such Organization or You, and Merck KGaA, Darmstadt, Germany and its Affiliates, ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of www.sigmaaldrich.com or www.emprovesuite.com, including any content, functionality, and services offered on or through https://www.sigmaaldrich.com or https://emprovesuite.com/cara/#login, (the "Emprove® Program").

Please read the Terms of Use carefully before you start to use the Emprove® Program. By using the Emprove® Program or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and acknowledge our Privacy Statement, found at https://www.sigmaaldrich.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Statement, you must not access or use the Emprove® Program.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Emprove® Program thereafter. Your continued use of the Emprove® Program following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Emprove® Program and Account Security

We reserve the right to withdraw access, Login Information, or amend this Emprove® Program, and any service or material we provide on the Emprove® Program, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Emprove® Program is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Emprove® Program, or the entire Emprove® Program, to users, including registered users.

In order to be able to access the information offered on this Emprove® Program, you will need to use a specific user ID, email address, or other login information, such as a password (Login Information). You must not disclose your Login Information to any person or otherwise allow any person to access the Portal using your Login Information.

You must take your own precautions to ensure that the process you employ for accessing this Emprove® Program does not expose you to the risk of viruses, malicious computer code, or other forms of interference that may damage your own computer system. For the removal of doubt, we do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of this Emprove® Program or any Linked Site.

We reserve the right to terminate your ability to access this Portal if you breach these Terms of Use You must not access or use this Portal for any purpose that is unlawful or prohibited by these Terms of Use.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Emprove® Program.
  • Ensuring that all persons who access the Emprove® Program through your internet connection are aware of these Terms of Use and comply with them.

To access the Emprove® Program or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Emprove® Program that all the information you provide on the Emprove® Program is correct, current, and complete. You acknowledge that all information you provide to register with this Emprove® Program or otherwise, including, but not limited to, through the use of any interactive features on the Emprove® Program, is governed by our Privacy Statement https://www.sigmaaldrich.com/US/en/life-science/legal/privacy-statement, and you consent to all actions we take with respect to your information consistent with our Privacy Statement and the Terms of Use.

If you choose or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Emprove® Program or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Emprove® Program and its entire contents, EMPROVE® Dossiers, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Emprove® Program for Your internal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Emprove® Program, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download a reasonable number of pages of the Emprove® Program for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

You must not:

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Emprove® Program or any services or materials available through the Emprove® Program.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Emprove® Program in breach of the Terms of Use, your right to use the Emprove® Program will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Emprove® Program or any content on the Emprove® Program is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Emprove® Program not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the terms MilliporeSigma, Sigma-Aldrich, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Emprove® Program are the trademarks of their respective owners.

Prohibited Uses

You may use the Emprove® Program only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Emprove® Program:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Emprove® Program, or which, as determined by us, may harm the Company or users of the Emprove® Program, or expose them to liability.

Additionally, you agree not to:

  • Use the Emprove® Program in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Emprove® Program, including their ability to engage in real-time activities through the Emprove® Program.
  • Use any robot, spider, or another automatic device, process, or means to access the Emprove® Program for any purpose, including monitoring or copying any of the material on the Emprove® Program.
  • Use any manual process to monitor or copy any of the material on the Emprove® Program, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Emprove® Program.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Emprove® Program, the server on which the Emprove® Program is stored, or any server, computer, or database connected to the Emprove® Program.
  • Attack the Emprove® Program via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Emprove® Program.

Emprove® Program Additional Terms & Conditions

  1. The Company may, but has no obligation to, monitor and/or to review all materials posted to the Emprove® Program or through the Emprove® Program’s services or features by third parties, and the Company is not responsible for any such materials posted by third parties. The Company is not responsible for any failure to monitor, review and/or delete any materials posted to the Emprove® Program or through the Emprove® Program’s services or features by third parties. However, the Company reserves the right at all times to disclose any information as necessary or advisable to satisfy any law, regulation or government request; and to edit, to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are in violation of these Terms or applicable law. The Company may also impose limits on certain features of the Emprove® Program or restrict Your access to part or all of the Emprove® Program without notice or penalty if it believes You are in breach of the guidelines set forth in Our Terms or in violation of applicable law without notice or liability.
  2. YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS NO RESPONSIBILITY OR LIABILITY UNDER ANY CIRCUMSTANCE AT ANY TIME FOR ANY LOSS OR CORRUPTION OF CUSTOMER DATA, SOFTWARE, OR HARDWARE THAT MAY ARISE OUT OF YOUR USE OF THE EMPROVE® PROGRAM. THE COMPANY DOES NOT PROVIDE SEPARATE BACKUP COPIES OR SUPPORT THE INSTALLATION OF UNLICENSED SOFTWARE TO CUSTOMERS. PLEASE ENSURE THAT YOU HAVE A LICENSED COPY OF ALL NECESSARY SOFTWARE.
  3. Company makes no warranties or representations with respect to advice, guidance, information or other content posted to the community portion of the Emprove® Program or otherwise supplied to the Emprove® Program by any third party, and expressly disclaims all warranties, express or implied, with respect to the community content and other third party content available on the Emprove® Program.
  4. You acknowledge and agree that use of all Company software and third-party software and tools accessed, downloaded or otherwise provided or made available with the Emprove® Program if any, are subject to the license agreements that may appear or be referenced when You access or download such third party software and/or tools. You may not access, download or use any such third-party software and/or tools without agreeing to the terms and conditions of the license agreements without modification. You agree that Company may download and utilize such third-party software and/or tools from third-party sites and accept any applicable license agreements on Your behalf.

Reliance on Information Posted

The information presented on or through the Emprove® Program is made available solely for the intended purposes. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Emprove® Program, or by anyone who may be informed of any of its contents.

This Emprove® Program may include/includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Emprove® Program

We may update the content on this Emprove® Program from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Emprove® Program may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Emprove® Program

All information we collect regarding you and your activity on the Emprove® Program is subject to our Privacy Statement. By using the Emprove® Program, you agree for us to process your information and activity data for purposes such as providing: i) the Emprove® Program to you; ii) our internal usage analytics; and iii) your usage analytics as requested.

Links from the Emprove® Program

If the Emprove® Program contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Emprove® Programs linked to this Emprove® Program, you do so entirely at your own risk and subject to the terms and conditions of use for such Emprove® Programs.

Confidentiality

Each party ("Receiving Party") agrees to retain in confidence any information provided to it by the other party ("Disclosing Party") that is marked, labeled, or otherwise designated as confidential or proprietary or that Receiving Party knew, or should have known, was confidential due to the circumstances surrounding the disclosure by Disclosing Party ("Confidential Information"). The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by the Receiving Party without reference to the other party's Confidential Information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). Each party will at all times, both during the Term of this Agreement and thereafter, keep in trust and confidence all Confidential Information of the other party and shall only disclose Confidential Information to its employees, agents, representatives, affiliates, and authorized contractors or subcontractors (collectively “Representatives”) having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party's limitations, duties, and obligations regarding the use, access to, and nondisclosure of Confidential Information and will obtain or have obtained its Representatives’ agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party’s Confidential Information. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Emprove® Program will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE EMPROVE® PROGRAM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EMPROVE® PROGRAM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY EMPROVE® PROGRAM LINKED TO IT.

YOUR USE OF THE EMPROVE® PROGRAM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE EMPROVE® PROGRAM IS AT YOUR OWN RISK. THE EMPROVE® PROGRAM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE EMPROVE® PROGRAM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE EMPROVE® PROGRAM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE EMPROVE® PROGRAM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EMPROVE® PROGRAM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE EMPROVE® PROGRAM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EMPROVE® PROGRAM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE EMPROVE® PROGRAM, ANY EMPROVE® PROGRAMS LINKED TO IT, ANY CONTENT ON THE EMPROVE® PROGRAM OR SUCH OTHER EMPROVE® PROGRAMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Emprove® Program, including, but not limited to, any of your submitted information, any use of the Emprove® Program's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Emprove® Program.

Governing Law and Jurisdiction

All matters relating to the Emprove® Program and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Assignment

Customer may not assign or transfer this Agreement nor any terms therein including the provisions of Confidentiality as further defined herein, or any rights or obligations hereunder, without the prior written consent of Company, which may be withheld for any reason whatsoever.

Entire Agreement

The Terms of Use, and our Privacy Statement constitute the sole and entire agreement between You and Merck KGaA, Darmstadt, Germany, and its Affiliates regarding the Emprove® Program and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Emprove® Program.

EMPROVE® Program Dossier Access Terms

In addition to the terms above, Customer agrees that Company only provides the respective EMPROVE® Dossiers or EMPROVE® Program access according to these terms and conditions and solely for regulatory use.

Customer acknowledges because certain active pharmaceutical ingredients are strictly regulated, the EMROVE® Dossiers, and including any EMROVE ® API Information Package, are not appropriate for regulatory submission as active pharmaceutical ingredients. Any such attempt by Customer to use such EMROVE® Dossier or EMPROVIE® API Information Package for regulatory submission is strictly prohibited and shall be considered a material breach of these Terms of Use. The Customer must send an official request to its designated Company contact as provided during the initial Subscription to the EMPROVE® Program.

Customer is entitled to share the ordered Dossiers with any of its Affiliates which means, for such purpose, any corporation or other business entity controlling, controlled by, or under common control of the Customer by the direct or indirect ownership of more than fifty percent (50%) of the voting interest in the Customer or such corporation or other entity (“Affiliates”). Sharing the Dossiers with and assignments to other parties (not including authorities during regulatory procedures) is prohibited.

If the Customer is planning to share information with any of its Affiliates, it has to first bind the Affiliate to the same conditions the Customer accepts herewith.

Customer has to retain in confidence all information contained in the EMPROVE® Dossiers disclosed to it by or on behalf of the Company for ten (10) years after receipt. This restriction may be waived only upon written consent given by the Company, which consent will not be withheld in case of good reason.

Company is not obligated to disclose any further information to Customer or to provide any license or other right to the Customer. The Customer may not assign any right hereunder without the prior written consent of the Company.

The Customer understands, that Company will use its best commercially reasonable efforts regarding the accuracy, completeness or reasonableness of the information contained in the EMPROVE® Dossier, but Company does not take over any representation or warranty, express or implied, as to the accuracy, completeness or reasonableness of the EMPROVE® Dossier, and that neither Company nor any of its employees, officers or consultants shall have any liability to the Customer as a result of the Customer’s possession or use of the EMPROVE® Dossier. The limitation of liability shall not apply in case any damage is caused by the Company with gross negligence or willful misconduct.

The Customer´s order, any agreement based on it, and any dispute arising out of it shall exclusively be without regard to conflict of law principles subject to the laws of Germany. It is understood and agreed that both parties hereby exclusively submit to the jurisdiction of the competent courts in Frankfurt am Main, Germany.

Any order shall only become binding on Company after the Customer accepts the provisions hereunder and Company decides to deliver the respective EMPROVE® Dossier to the Customer and without giving any further statements or commitments to the Customer.

Company will make the ordered EMPROVE® Dossier available for the individual Customer as a pdf file at its own discretion. The file will be made available on Company’s website. This will usually take approximately ten (10) working days after receipt of the order. The Company reserves the right to inform the Customer about further delays. The price will be invoiced by SELLER and is due for payment by the COMPANY within thirty (30) days from the date of the invoice.

The order form, signed by the Customer, may be delivered by facsimile or electronic (pdf) transmission, and facsimile or electronic (pdf) copies of executed documents shall be binding as originals.

EMPROVE® Program Original Manufacture Disclosure Terms

Any Customer who is a subscriber of the EMPROVE® Program which includes the Original Manufacture Disclosure information including access to the Advanced Qualification Dossiers (“AQD”) for the purpose of performing internal risk assessment and qualification activities, and as needed to satisfy regulatory requirements, (the “Purpose”), shall also be subject to the following Original Manufacturer Confidentiality terms:

  1. Scope: This Confidentiality Commitment applies to all original manufacturer information disclosed to Customer for the Purpose, whether or not Customer has any independent knowledge or prior understanding concerning the information provided, as well as all such information contained in any studies, analyses, reports, results and/or copies derived from the information. Nothing herein requires the disclosure of any information, which may be considered on a case-by-case basis.
  2. Confidentiality and Standard of Care: Customer agrees that
    • To treat the information as strictly confidential and not disclose it to any party (including to any affiliate) except as permitted herein
    • To use all such information solely and exclusively for the Purpose
    • To use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the information as Customer uses to protect its own similar information
  3. Restrictions on Internal Dissemination: Customer agrees to limit disclosure of such information to only those of its officers, employees, consultants, and third-party auditors who have a need to know such information for the Purpose and are bound by obligations of confidentiality and restrictions on use at least as restrictive as those set forth in this Confidentiality Commitment (collectively “Authorized Persons”). Customer acknowledges that any Authorized Person continues to be bound by confidentiality and use obligations upon any termination of their employment or affiliation with Customer and Customer agrees to cooperate in enforcing such continuing obligations in regards to any former Authorized Person of Customer.
  4. Mandatory Disclosure: If required to disclose the information by applicable law, regulation, rule, act or order of any governmental authority or court of competent jurisdiction, Customer shall (a) give Company sufficient advance written notice to the applicable current sales contact to permit it to seek a protective order or other order with respect to such information, and (b) disclose only the minimum information required to be disclosed in order to comply. This Section 4 shall not apply to disclosures of the information to appropriate regulatory authorities for the Purpose in the ordinary course of business.
  5. No Contact with Original Manufacturers: Customer will not use the information disclosed under this Confidentiality Commitment (i) to contact the original manufacturer for an audit or for any other purpose or (ii) to purchase, directly or indirectly, from any original manufacturer listed in the information, any item that Company supplies to Customer, in either case without Company’s written consent, which shall not be unreasonably withheld. For the sake of clarity, nothing in this Section 5 is intended to prevent or affect any pre-existing business relationships that Customer might have with any of Company’s identified suppliers prior to the Effective Date of this Confidentiality Commitment, or any such relationships which may result without reference to information supplied to Customer under this Confidentiality Agreement, or which do not involve products that Customer purchases from Company.
  6. Return of Confidential Information: Customer agrees to promptly return, or destroy and confirm the destruction of, all information and any copies thereof to Company upon written request.
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