Authorised Disclosures Sample Clauses

Authorised Disclosures. Further to Article 12.A, TOBIRA shall at all times be further entitled to disclose Confidential Information of TAKEDA to officers, employees, Sublicensees, advisors, consultants, potential business partners and investors, and distributors in each country of the Territory, and regulatory authorities in the Territory to the extent the same have a need-to-know for the purposes of fulfilling the aim of this Agreement; provided, however, that TOBIRA shall , to the extent permitted by laws, impose upon such disclosees obligations of confidentiality and non-use at least equivalent to those imposed on TOBIRA hereunder. Moreover, TOBIRA shall further be entitled to disclose Confidential Information of TAKEDA if required to be disclosed by law (including filings with the U.S. Securities Exchange Commission and other stock exchanges),or for the purpose of complying with governmental regulations, including without limitation, regulations pertaining to the Approvals of the Compound or the Product-4 provided, however, that TOBIRA shall inform TAKEDA of such requirements prior to the disclosure and shall cooperate with TAKEDA to seek appropriate protective order or other protection, if any, to the extent reasonably possible. In addition, TAKEDA and TOBIRA shall be entitled to disclose Confidential Information of the other Party if such Confidential Information of the other Party is required to be disclosed by court order or other legal requirements or for prosecuting or defending litigation; provided, however, that such Party who is going to disclose the other Party’s Confidential Information shall inform the other Party of such requirements prior to the disclosure and shall cooperate with the other Party to seek appropriate protective order or other protection, if any, to the extent reasonably possible.
Sample 1Sample 2
AutoNDA by SimpleDocs
Authorised Disclosures. 9.1 Should one Side be required by its laws, rules or regulations to publish or disclose information which is received under this working arrangement, they will inform and where possible consult the other Side prior to publishing or disclosure. 9.2 Should one of the Sides (holder) receive a request to disclose information received under this working arrangement under the laws, rules and regulations on transparency or disclosure of information applicable to that Side, the holder should consult the originating Side prior to taking the final decision on disclosure. 14 Decision of the Executive Director No R-ED-2023-60 on the implementing rules for marking and handling sensitive non- classified information.
Sample 1Sample 2
Authorised Disclosures. 4.1 Each Party shall not disclose Information of the other Party to any third party without the prior written consent of the other Party, except to such of its or its Affiliated Companies' responsible employees and/or consultant(s) to whom it is necessary to disclose the Information of the other Party for the Purpose. Before Information of the other Party is disclosed to such employees and/or consultant(s), each Party shall first impose confidentiality and non-use obligations on such employees and/or consultant(s) materially equivalent to those imposed on such Party under this Agreement, however, the imposition of such obligations shall not relieve such Party of its obligations hereunder. In the event that a Party is required by law, regulation, rule, act or order of any governmental authority or agency to disclose Information of the other Party, it shall be entitled to do so provided that it shall first notify the other Party forthwith of any such required disclosure and limit such disclosure as far as possible under applicable law. Such disclosure shall, however, not relieve either Party of its other obligations contained herein.
Sample 1Sample 2
Authorised Disclosures. If any Party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information to comply with applicable laws or regulations or with a court or administrative order, it will, to the extent it is lawfully able to do so under the laws and legislation applicable to said Party, prior to any such disclosure: • Notify the Disclosing Party, and; • Comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the information. The 6G-PATH Coordinator’s disclosure of Confidential Information to the EC and/or the other 6G-PATH consortium partners shall be governed exclusively by the terms of the GA and/or the CA. Accordingly, nothing in this Contract shall prevent the 6G-PATH Coordinator from complying with its obligations, including its reporting obligations, towards the EC and the other 6G-PATH consortium partners, and any such disclosures shall be subject to the terms of the GA or CA. Likewise, the Beneficiaries agree and acknowledge that the EC shall be entitled to disclose Confidential Information to its staff, other EU institutions and bodies or third parties, if: ● This is necessary to implement the GA or safeguard the EU’s financial interests. ● The recipients of the information are bound by an obligation of confidentiality.
Sample 1
Authorised Disclosures. 3.1 [A Recipient may disclose Confidential Information to those of its Authorised Persons[ who need to know it for the Purpose,] provided that the Recipient: 3.1.1 informs the Authorised Persons beforehand of the duties of confidence under this Agreement; 3.1.2 [uses reasonable endeavours to ensure that OR ensures that] the Authorised Persons undertake to comply with clause 2 of this Agreement as if they were a party. 3.1.3 [agrees that it will be liable for any breach, actions or omissions of its Authorised Persons;] 3.1.4 if required by a Discloser, procures that any Authorised Person enters into a confidentiality agreement directly with a Discloser [(and any of the Discloser’s Affiliates)] in similar terms to those set out in this Agreement; 3.1.5 keeps a written account of each disclosure; 3.1.6 advises a Discloser immediately upon becoming aware of any potential or actual breach by an Authorised Person; and 3.1.7 upon any request by a Discloser, provides satisfactory evidence of compliance with this clause 3.1.] 3.2 A Recipient may disclose any Confidential Information which: 3.2.1 it is required to disclose by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction; or 3.2.2 a Discloser expressly agrees in writing may be disclosed, provided that such permission is provided in advance of any disclosure by a Recipient. 3.3 In the event that a Recipient becomes legally compelled to disclose any of the Confidential Information pursuant to clause 3.2.1 then to the extent permitted by law: 3.3.1 a Recipient shall give the Discloser prompt written notice of the fact so that the Discloser may take such steps to prevent such disclosure as it deems appropriate; and 3.3.2 the Recipient shall co-operate with the Discloser in such manner as the Discloser may reasonably require for this purpose[, provided that the Discloser reimburses the Recipient for its reasonable costs and expenses incurred in such co-operation].
Sample 1
Authorised Disclosures. If any Party becomes aware that it will be required, or is likely to be required, to disclose Confidential Information to comply with applicable laws or regulations or with a court or administrative order, it will, to the extent it is lawfully able to do so under the laws and legislation applicable to said Party, prior to any such disclosure: • Notify the Disclosing Party, and • Comply with the Disclosing Party’s reasonable instructions to protect the confidentiality of the information. The InnoBuyer Coordinator’s disclosure of Confidential Information to the EC and/or the other InnoBuyer consortium partners shall be governed exclusively by the terms of the Grant Agreement and/or the Consortium Agreement. Accordingly, nothing in this Contract shall prevent the InnoBuyer Coordinator from complying with its obligations, including its reporting obligations, towards the EC and the other InnoBuyer consortium partners, and any such disclosures shall be subject to the terms of the Grant Agreement or Consortium Agreement. Likewise, the Challenger and/or Solver agree and acknowledges that the EC shall be entitled to disclose Confidential Information to its staff, other EU institutions and bodies or third parties, if: • This is necessary to implement the Grant Agreement or safeguard the EU’s financial interests. • The recipients of the information are bound by an obligation of confidentiality.
Sample 1
Authorised Disclosures. 4.1 The Customer agrees that China Unicom may be required to disclose certain Personal Data: (a) to Government agencies or law enforcement authorities in accordance with Applicable Law; (b) to third party providers or licensors who are required to disclose certain Personal Data to Government agencies or law enforcement authorities in accordance with Applicable Law; and (c) to third party administrators or registrars who require such Personal Data for the proper operation of the Services (for example, for the provision of databases such as the WHOIS internet and domain registry database), in each case where relevant to the Services provided by China Unicom to the Customer. 4.2 This Data Processing Agreement shall be without prejudice to any obligations of the Customer under any Services Agreement or Applicable Law to provide information to China Unicom concerning its use of the Services.
Sample 1
AutoNDA by SimpleDocs
Authorised Disclosures 
Sample 1Sample 2Sample 3See All (7)

Related to Authorised Disclosures

  • Authorized Disclosures The Receiving Party may disclose Confidential Information belonging to the Disclosing Party to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 7.2, by either Party in order to comply with applicable non-patent law (including any securities law or regulation or the rules of a securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) by either Party, in connection with prosecuting or defending litigation, making regulatory filings, and filing, prosecuting and enforcing patent applications and patents (including Bayer Patent Rights in accordance with Section 6); (iii) by Aegerion, to its Affiliates, potential and future collaborators (including Sublicensees), permitted acquirers or assignees under Section 10.1, research collaborators, subcontractors, investment bankers, investors, lenders, and their and each of Aegerion and its Affiliates’ respective directors, employees, contractors and agents; and (iv) by Bayer to its Affiliates, permitted acquirers or assignees under Section 10.1, investment bankers, investors, lenders, and their and Bayer and its Affiliates’ respective directors, employees, contractors and agents, provided that (1) with respect to Section 7.1(c)(i) or 7.1(c)(ii), where reasonably possible, the Receiving Party shall notify the Disclosing Party of the Receiving Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow the Disclosing Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed, and (2) with respect to Sections 7.1(c)(iii) and 7.1(c)(iv), each of those named people and entities must be bound prior to disclosure by confidentiality and non-use restrictions at least as restrictive LICENSE AGREEMENT as those contained in this Section 7 (other than investment bankers, investors and lenders, who must be bound prior to disclosure by commercially reasonable obligations of confidentiality). In addition to the foregoing, Aegerion and its Affiliates and Sublicensees may make such disclosures of Bayer Know-How specifically concerning the Licensed Compound and its use as any of them may deem reasonably necessary for their business.

  • Authorized Disclosure A Party may disclose the Confidential Information of the other Party to the extent such disclosure is reasonably necessary in the following instances; provided that notice of any such disclosure shall be provided as soon as practicable to such other Party: (a) filing or prosecuting Patents in accordance with Section 8.2; (b) complying with the requirement of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of Licensed Products as permitted by this Agreement or any other written agreement between the Parties; (c) prosecuting or defending litigation as contemplated by this Agreement, including actions or proceedings in accordance with Section 8.3 or 8.4; (d) disclosure to its or its Affiliates’ employees, directors, officers, agents, consultants, professional advisors, subcontractors, licensees or sublicensees or bona fide potential subcontractors, licensees or sublicensees, on a need-to-know basis for the sole purpose of performing its or its Affiliates’ obligations or exercising its or its Affiliates’ rights under this Agreement; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; (e) disclosure to any bona fide potential or actual investor, acquiror or merger partner or other potential or actual financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written or professional obligations of confidentiality and non-use consistent with those contained in this Agreement; or (f) complying with applicable Laws, including regulations promulgated by applicable security exchanges, court orders or administrative subpoenas or orders. Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.3(c) or (f), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to assist the other Party, at such other Party’s expense, in obtaining a protective order preventing or limiting the required disclosure.

  • Required Disclosures If Dell is required by a government body or court of law to disclose any Customer Content, Dell will provide You with notice and a copy of the demand as soon as practicable, unless prohibited by applicable law. Dell will take reasonable steps at Your expense to contest any required disclosure if requested by You.

  • Limited Disclosure Enanta and Xxxxxx each agrees (a) that disclosure of its Confidential Information or any transfer of its Proprietary Materials may be made by the other Party to any employee, consultant, director or Affiliate of such other Party to enable such other Party to exercise its rights or to carry out its responsibilities under this Agreement; provided that any such disclosure or transfer shall only be made to Persons who are bound by written obligations as described in Section 7.1.3, and (b) disclosure of its Confidential Information may be made by the other Party (1) on a need-to-know basis to such other Party’s legal and financial advisors, or (ii) as reasonably necessary in connection with an actual or potential (A) permitted sublicense of such other Party’s rights hereunder, (B) debt or equity financing of such other Party or (C) Change of Control involving such other Party, provided, in any case, the Person receiving such Confidential Information of the other Party agrees in writing to maintain the confidentiality of such Confidential Information of the other Party with terms at least as restrictive as those contained in Section 7.1.1. In addition, each Party agrees that the other Party may disclose such Party’s Confidential Information (a) as reasonably necessary to file, prosecute or maintain Patent Rights, or to file, prosecute or defend litigation related to Patent Rights, in accordance with this Agreement or (b) as required by Applicable Laws; provided that, in the case of any disclosure under this clause (b), the Disclosing Party shall (i) provide the other Party with written notice not less than five (5) business days prior to such disclosure and provide the other Party with an opportunity to comment on any such required disclosure, (ii) if requested by such other Party, seek, or cooperate in all reasonable respects with such other Party’s efforts to obtain, confidential treatment or a protective order with respect to any such disclosure to the extent available at such other Party’s expense, and (iii) use good faith efforts to incorporate the comments of such other Party in any such disclosure or request for confidential treatment or protective order.

  • Protected Disclosures The Executive understands that nothing contained in this Agreement limits the Executive’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company. The Executive also understands that nothing in this Agreement limits the Executive’s ability to share compensation information concerning the Executive or others, except that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains because the Executive’s job responsibilities require or allow access to such information.

  • Required Disclosure The ISO shall treat any Confidential Information it receives from the NTO in accordance with applicable provisions of the ISO Tariffs. If the NTO receives Confidential Information from the ISO, it shall hold such information in confidence, employing at least the same standard of care to protect the Confidential Information obtained from the ISO as it employs to protect its own Confidential Information. Each Party shall not disclose the other Party’s Confidential Information to any third party or to the public without prior written authorization of the Party providing the information; provided, however, if the ISO is required by applicable law, or in the course of administrative or judicial proceedings, or subpoena, to disclose information that is otherwise required to be maintained in confidence pursuant to this Section, the ISO will do so in accordance with applicable provisions of the ISO Tariffs. And if the NTO is required by applicable law, or in the course of administrative or judicial proceedings, or subpoena, to disclose information that is otherwise required to be maintained in confidence pursuant to this Section, the NTO may make disclosure of such information; provided, however, that as soon as the NTO learns of the disclosure requirement and prior to making such disclosure, the NTO shall notify the ISO of the requirement and the terms thereof and the ISO may, at its sole discretion and cost, assert any challenge to or defense against the disclosure requirement and the NTO shall cooperate with the ISO to the maximum extent practicable to minimize the disclosure of the information consistent with applicable law. Each Party shall cooperate with the Other Party to obtain proprietary or confidential treatment of such information by the person to whom such information is disclosed prior to any such disclosure.

  • Lead Disclosure If the property was built before 1978, the landlord must disclose whether or not there are known lead-based paint or lead-based paint hazards on the property. A “Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards” is included at the end of this agreement for your reference. Step 21 – Enter Notices Information 30.

  • Permitted Disclosures Each Party may disclose the other Party’s Confidential Information: (i) to the extent reasonably necessary for a Party to prepare, file and Prosecute a Patent application under this Agreement or other agreements between the Parties or their Affiliates; (ii) to the extent permissible under any other agreements between the Parties or their Affiliates; (iii) to the extent reasonably necessary for a Party to develop or commercialize, directly or indirectly through one or more licensees, products related to or utilizing Intellectual Property within its allocated (or retained) field of rights pursuant to this Agreement or the License Agreement; provided that: (a) such disclosure may include the disclosure of this Agreement’s and the License Agreement’s existence and the scope of any license granted hereunder or thereunder; and (b) prior to making any such disclosure pursuant to this subsection, such Party will, if reasonably practical, take reasonable steps to limit the scope of such disclosure and its effect on confidentiality; (iv) to the extent reasonably necessary for the purposes of this Agreement or other agreements between the Parties, to its respective Affiliates, consultants, agents, advisors, attorneys, outside contractors and clinical investigators, but only if those persons are bound by obligations of confidentiality, non-disclosure, and non-use substantially similar in scope to those in this Agreement; provided, such Party shall be responsible for any breaches of confidentiality, non-disclosure and non-use by any such Affiliate, consultant, agent, advisor, attorney, outside contractor or clinical investigator to whom disclosure is made; (v) in connection with communications to such Party’s stockholders and prospective investors; provided that unless otherwise agreed between the Parties: (a) such stockholders and prospective investors are subject to obligations of confidentiality no less stringent than those contained herein; and (b) such disclosure be expressly limited to the existence of this Agreement and the License Agreement and the scope of any license granted hereunder or thereunder; (vi) to the extent reasonably necessary to enforce this Agreement or other agreements between the Parties or their Affiliates; (vii) to the extent reasonably necessary to comply with a subpoena, court order, or administrative order. Before complying, the Party subject to such subpoena, court order or administrative order will notify the other Party, allow the other Party a reasonable time to oppose the disclosure, and reasonably cooperate with the other Party’s efforts to do so; or (viii) to the extent reasonably necessary to comply with an applicable law, rule, regulation of any governmental authority or securities exchange, including the FDA, the Securities and Exchange Commission and the New York Stock Exchange. Before complying, the Party subject to such law, rule or regulation will notify the other Party, allow the other Party a reasonable time to seek a protective order (if appropriate), and reasonably cooperate with the other Party’s efforts to do so.

  • Compelled Disclosures If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6.3 of these General Terms; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

  • Unauthorized Disclosure The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!