2Permitted Disclosures. Notwithstanding Section 9.1.1, a Party may disclose Confidential Information (a) to Regulatory Authorities as reasonably needed to Develop and/or obtain or maintain Regulatory Approvals of the Licensed Products, (b) to its Sublicensees as reasonably needed to Develop and/or Commercialize the Licensed Products, under terms of confidentiality that are no less restrictive than those set forth in this Agreement (including, in the case of Licensor, to its agents, sublicensees, or partners for Commercialization of the Licensed Products outside the Territory), (c) to prospective Sublicensees, strategic partners, merger partners or acquirers, existing and potential investors and in each case, their respective professional advisors, in connection with evaluation and/or negotiation of possible sublicense, corporate partnering, merger, asset purchase or other similar transactions; provided, however, that any such disclosure shall be subject to a written confidentiality agreement with terms of non-disclosure no less restrictive than those set forth in this Agreement, or (d) as reasonably needed to conduct or defend any litigation relating to this Agreement, the Licensed Products or such Party’s rights hereunder. Furthermore, if the Receiving Party becomes legally compelled to disclose any Confidential Information in order to comply with Applicable Laws or with an order issued by a court or regulatory body with competent jurisdiction, the Receiving Party shall (i) provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Section 9.1.2; and (ii) disclose only that portion of Confidential Information that is legally required to furnish; provided, however, that, in connection with such disclosure, the Receiving Party shall use Commercially Reasonable Efforts to obtain assurance that confidential treatment will be given with respect to such Confidential Information.
2Permitted Disclosures. 1Operator’s Permitted Disclosures The Operator may disclose, in whole or in part, items of Confidential Data to those third parties, who may remove the Confidential Data from the custody and premises of the Operator, as may be necessary to conduct activities and operations under this Agreement, if the third parties are bound by written agreement to keep the Confidential Data secret for the period of time set forth in the Operator’s service agreement with those third parties or ____ (__) years if a service agreement does not exist with those third parties. Notwithstanding the foregoing, should the Operator disclose Confidential Data to an Affiliate, then the Operator shall require its Affiliate to handle, hold, and protect the Confidential Data in accordance with the terms of this Agreement.
2Permitted Disclosures. 13.2. 1Parties shall not consider that the obligation to protect the confidentiality of Confidential Information in the means of the Article 13.1 of this Agreement is breached:
13.2.1. 1which Transporter publishes as aggregate data of users pursuant to the provisions of Network Code governing publication of data;
13.2.1. 2which Transporter delivers to the bodies of state authority pursuant to the Applicable Laws;
13.2.1. 3which Party on which these data refers, or third party, has published or on the other manner make publicly available;
13.2.1. 4for which the Party gains written consent by other Party that it may disclose to third party;
13.2.1. 5which the recipient Party can prove with reference to written records that it was already known to it before its receipt from the disclosing Party; or
13.2.1. 6which relates to the amounts payable by the User pursuant to this Agreement or to the provisions and conditions of this Agreement and which the User is required to disclose pursuant to its one or more agreements for the supply and/or transportation of Gas.
2Permitted Disclosures. (1) The Service Provider agrees that, the LHIN may disclose,
(a) the name and address of the Service Provider;
(b) the average unit prices of the Service Provider on a Fiscal Year basis;
(c) the Actual Volume of Services of the Service Provider;
(d) a report of the Service Provider’s performance of its obligations under this Agreement, including its performance in relation to the Performance Standards and in relation to applicable Health Quality Ontario indicators; and
(e) the results of any Patient surveys conducted by the LHIN, to any Local Health Integration Network and the public.
(2) The Service Provider agrees that data and statistics in respect of this Agreement including data and statistics with respect to quality of performance and Performance Standards monitoring may be collected by the local health integration networks in Ontario, Health Shared Services Ontario, or nationally, under the direction of the Ontario Ministry of Health and Long-Term Care or the federal Department of Health, on a no-names basis and the Service Provider consents to the disclosure of such information.
(3) The Service Provider agrees that data and statistics with respect to the Service Provider’s quality of performance and Performance Standards monitoring may be disclosed, on a quarterly basis, to other Local Health Integration Networks, and the Service Provider consents to the disclosure of such information.
(4) The Service Provider agrees that information with respect to the Service Provider’s quality of performance and the Service Provider’s annual continuous quality improvement plan may be included in the LHIN’s public reporting of its annual continuous quality improvement plan.
(5) The LHIN may disclose any information with respect to the Service Provider and this Agreement as required by the Applicable Law. The LHIN may disclose to the Government of Ontario and any Local Health Integration Network any information with respect to this Agreement.
(6) If the Service Provider makes a public statement in the media or otherwise in contravention of GC Section 3.6, in addition to any other legal remedies the LHIN may have, the LHIN may, in its sole discretion and notwithstanding GC Section 7.1 or 7.2, disclose any information about the Service Provider if, in the LHIN’s opinion, such disclosure is necessary to provide accurate information to the public or to correct erroneous information that has appeared in the media.
(7) The Service Provider shall not require the LHIN or ...
2Permitted Disclosures. To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement:
(a) a Recipient may disclose Proprietary Information which it is otherwise obligated under this Article 8 not to disclose, to its Affiliates, Sublicensees and prospective Sublicensees (in the case of Assignee), employees, consultants, outside contractors, clinical investigators and other persons, on a need-to-know basis in accordance with the exercise of rights granted to such Recipient under this Agreement; provided that such persons agree to be bound by obligations of confidentiality with respect to such Proprietary Information which are substantially similar in scope and duration to those set forth in this Article 8; and
(b) a Recipient may disclose Proprietary Information of the Disclosing Party to government or other regulatory authorities to the extent that such disclosure is: (i) required by applicable law (including all applicable securities laws), regulation, agency or court order; or (ii) is reasonably necessary to Prosecute and Maintain any Patent, to obtain any authorization to conduct clinical studies, or to obtain any Approval for a Product; provided that, in case of any disclosures required by law, the Recipient shall provide reasonable advance notice to the Disclosing Party to allow such Party to oppose such disclosure or to request confidential treatment of such Proprietary Information.
2Permitted Disclosures. The provisions of this Article 9 shall not apply to any Confidential Information which: (a) is or becomes commonly known within the public domain other than by breach of this Agreement or any other agreement that the Disclosing Party has with any Person; (b) is obtained from a third Person who is lawfully authorized to disclose such information free from any obligation of confidentiality; (c) is independently developed without reference to or use of any Confidential Information of the Disclosing Party; or (d) is known to the Receiving Party without any obligation of confidentiality prior to its receipt from the Disclosing Party.
2Permitted Disclosures. Notwithstanding any other provision herein, neither Xxxxxxxx nor Cogent shall be required to hold confidential any information that:
(a) becomes publicly available other than through the recipient;
(b) is required to be disclosed by a governmental, regulatory authority, or judicial order, rule, or regulation or proceedings with respect to this Agreement or a party’s obligations as a publicly held company, provided that a party subject to such requirement shall promptly notify the other party of such requirement;
(c) is independently developed by the receiving party;
(d) becomes available to the receiving party without restriction from a third party;
(e) is required by its lenders or investors and is given to such lenders or investors on a confidential basis; or
(f) to the extent disclosure by the receiving party as required by applicable law or regulation.
2Permitted Disclosures. Notwithstanding the obligations of confidentiality and non-use set forth in Section 4.1 and Section 4.4, the Receiving Party may disclose Confidential Information disclosed to it, and the existence and terms of this Agreement, to:
4.2. 1Affiliates and sublicensees, and its and their employees, directors, agents, consultants, advisors, and Third Party contractors who have a need to know such Confidential Information for the performance of its obligations (or for such entities to determine their interest in performing such activities) in accordance with this Agreement;
4.2. 2Governmental Authorities or other Regulatory Authorities in order to obtain and maintain Patent Rights and Regulatory Approvals in accordance with this Agreement, or otherwise perform its obligations or exercise its rights under this Agreement;
4.2. 3in so far as is reasonably necessary to prosecute or defend litigation, including by responding to a subpoena in a Third Party litigation;
4.2. 4the extent required by a court, administrative order or Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; and
2Permitted Disclosures. Notwithstanding the provisions of Section 7.1, a Receiving Party may make the following disclosures of Confidential Information received from the Disclosing Party:
(a) disclosures to governmental or other regulatory agencies in order to gain approval to conduct Licensed Product trials or to market the Licensed Product, but such disclosure may be only to the extent reasonably necessary to obtain such authorizations upon consultation with the other Party;
(b) disclosures to agents, consultants, Affiliates and/or other Third Parties as necessary for the research and development, Manufacturing and/or marketing of the Licensed Product, or to complete a Permitted Assignment (as defined in Section 11.1), (or for such Persons to determine their interest in performing such activities or such Permitted Assignment), in accordance with this Agreement on the condition that such Third Parties are or agree to be bound by confidentiality obligations substantially as restrictive and long as those contained in this Agreement; or
(c) disclosures required by law or court order, provided that notice is promptly delivered to the Disclosing Party in order to provide it with an opportunity to seek a protective order or other similar order with respect to such Confidential Information and the Receiving Party thereafter discloses only the minimum information reasonably required to be disclosed in order to comply with the request, whether or not a protective order or other similar order is obtained by the Disclosing Party.
2Permitted Disclosures. 1Operator’s Permitted Disclosures The Operator may disclose items of Confidential Data to those third parties as may be necessary to conduct activities and operations under this Agreement, if the third parties are bound by written agreement to keep the Confidential Data secret for the period of time set forth in the Operator’s service agreement with those third parties or ____ (__) years if a service agreement does not exist with those third parties. Notwithstanding the foregoing, should the Operator disclose Confidential Data to an Affiliate, then the Affiliate shall require its Affiliate to handle, hold, and protect the Confidential Data as if it were a Party to this Agreement.
