Confidentiality Agreement (Page 2 of 4) in pdf

2.2

Strict Confidence. Visitor agrees that Confidential Information is a valuable

proprietary asset of WU. All Confidential Information will be received and held in the strictest

confidence by Visitor. Visitor shall use best efforts, including at least efforts fully commensurate

with those employed by Visitor for the protection of Visitor's confidential information, to protect

the Confidential Information of WU. Visitor shall not obtain any rights of any sort in or to the

Confidential Information of WU.

2.3

Permitted Uses. Except as otherwise limited in this Agreement, Visitor may use

Confidential Information only to advance Visitor's medical knowledge and training and to enhance

Visitor's pedagogical and clinical medical education.

No other use or disclosure of WU's

Confidential Information is authorized or permitted under this Agreement.

2.4. Restrictions on Disclosure.

(a)

Visitor agrees to not use or disclose Confidential Information other than as

permitted or required by this Agreement or as required by law.

Visitor shall not disclose

Confidential Information to any third party for any purpose without the prior, written consent of

WU. To the extent WU’s written consent is given to make disclosures, Visitor shall maintain a

record of each such disclosure, containing at a minimum, the date of the disclosure, the name of the

entity or person who received the Confidential Information and, if known, the address of such

entity or person, a brief description of the Confidential Information disclosed, and a brief statement

of the purpose of the disclosure, and upon request shall provide that information to WU.

(b)

Visitor agrees to use appropriate safeguards to prevent use or disclosure of

Confidential Information other than as provided for by this Agreement.

(c)

Visitor agrees to report to WU any use or disclosure of Confidential Information

not provided for by this Agreement of which it becomes aware within ten (10) days of its

discovery.

2.5

Indemnification.

(a)

Visitor will indemnify, defend and hold harmless WU and any of its affiliates, and

their respective trustees, officers, directors, employees and agents (“Indemnitees”) from and against

any claim, cause of action, liability, damage, cost or expense (including, without limitation,

reasonable attorney’s fees and court costs) arising out of or in connection with any unauthorized or

prohibited use or disclosure of Confidential Information or any other breach of this Agreement by

Visitor. In the event a claim is made against an Indemnitee for any such claim, cause of action,

liability, damage, cost or expense, WU may, at its sole option: (i) tender the defense to Visitor,

who shall provide qualified and competent counsel to represent the Indemnitee’s interest at

Visitor’s expense; or (ii) undertake its own defense, utilizing such professionals as it deems

reasonably necessary, holding Visitor responsible for all reasonable costs thereof. In any event,

WU shall have the sole right to control and approve any settlement or other compromise of any

claim brought against it that is covered by this Section.

Confidentiality Agreement Page 2

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