1Definition. For purposes of this Agreement, “Confidential Information” means any information of SPONSOR, whether of a technical, business or other nature, including information that relates to SPONSOR’s trade secrets, products, Study Device, promotional material, developments, proprietary rights or business affairs, together with any Inventions, Work Product and all other written information, data and results collected, prepared, developed or generated by the Institution, the Principal Investigator and any other person pursuant to or in contemplation of this Agreement, including, subject to applicable laws and regulations, this Agreement. This Section 15 is subject to the Institution and the Principal Investigator’s publication rights as set forth in Section 17. Confidential Information does not include any information that:
1Definition. “Confidential Information” means information or materials provided by one party (“Discloser”) to the other party (“Recipient”) which are in tangible form and labelled “confidential” or the like, or, information which a reasonable person knew or should have known to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such: (a) License Keys; (b) information regarding VMware’s pricing, product roadmaps or strategic marketing plans; and (c) non-public materials relating to the Software.
1Definition. For the purposes of Clause 16.2 Pre-Contractual Representation means any arrangement, agreement, assurance, draft document, promise, undertaking, representation or warranty of any nature whether or not in writing made or given by any person prior to the signature of this Agreement.
1Definition. For the purposes of this Agreement, “Advisor Inventions” shall mean all designs, discoveries, inventions, products, computer programs, procedures, improvements (whether or not patentable or whether or not copyrightable), developments, drawings, notes, documents, information and materials made, conceived, reduced to practice, written, designed, discovered or developed by Advisor alone or with others, whether during normal business hours or otherwise and whether during the Term or following the expiration or termination of this Agreement, in each case, which result from or are derived from the Services or any work performed by Advisor for NextCure.
1Definition. The term “
1Definition. In this Agreement, Force Majeure means any event or circumstance which is beyond the reasonable control of either party, including (without limitation):
1Definition. SPONSOR shall not disclose Confidential Information to Institution unless it is necessary to the Trial. For purposes of this Agreement, “Confidential Information” means any information of SPONSOR, whether of a technical, business or other nature, including the terms of this Agreement and any SOW (subject to Institution’s internal and/or legal reporting requirements), information that relates to SPONSOR’s products, the Trial Device, promotional material, developments, proprietary rights or business affairs, together with any SPONSOR Intellectual Property, Work Product and all other written information, data and results collected, prepared, developed or generated by the Institution, the Principal Investigator and any other person pursuant to this Agreement or in connection with any Trial hereunder or in contemplation of any SOW. All Confidential Information disclosed by SPONSOR shall be marked or identified as confidential, provided that information which is not marked or identified but that a reasonable person under the same or similar circumstances would understand to be confidential in nature shall also be considered Confidential Information. For purposes of this Agreement the definition of Confidential Information does not include trade secrets. If SPONSOR intends to disclose a trade secret, it will advise Institution in advance and the parties will agree in writing as to the proper handling of that information. In the event SPONSOR notifies Institution in writing that SPONSOR trade secrets have been inadvertently disclosed, Institution agrees to immediately destroy or return such trade secret information. This Section 16 is subject to the Institution and the Principal Investigator’s publication rights as set forth in Section 18. Confidential Information does not include any information that:
1Definition. For purposes of this Section, the terms “taxes” and “fees” shall include but not be limited to federal, state or local sales, use, excise, gross receipts or other taxes or tax-like fees of whatever nature and however designated (including tariff surcharges and any fees, charges or other payments, contractual or otherwise, for the use of public streets or rights of way, whether designated as franchise fees or otherwise) imposed, or sought to be imposed, on or with respect to the services furnished hereunder or measured by the charges or payments therefore, excluding any taxes levied on income.
1Definition. Technological change will mean the introduction by the College of a change in its work, undertaking or business, or a change in its equipment or material from the equipment or material previously used, or a change in the manner the College carries on its work, undertaking or business related to the introduction of new equipment or material.
1Definition. 15.1.1Seniority is defined as the length of service in the bargaining unit for all permanent employees.
