Company Proprietary Information. 3.1 It is anticipated that in the performance of the Study, Company shall provide to General, Principal Investigator and other General personnel who are designated in writing by the Principal Investigator as being authorized to receive Proprietary Information and who agree in writing to the following confidentiality obligations (each such institution or person individually referred to in this Section 3.1 as "a Recipient" and collectively as "Recipients"), or shall give Recipients access to, certain information which Company considers proprietary. The rights and obligations of the parties with respect to such information are as follows: (a) For the purposes of this Agreement, "Proprietary Information" refers to information of any kind which is disclosed by Company to a Recipient and which, by appropriate marking, is identified as confidential and proprietary at the time of disclosure. In the event that proprietary information must be provided visually or orally, obligations of confidence shall attach only to that information which is confirmed by Company in writing within ten (10) working days as being confidential. (b) For a period of five (5) years after the Effective Date of this Agreement, each Recipient agrees to use reasonable efforts, no less than the protection given their own confidential information, to use Proprietary Information received from Company and accepted by that Recipient only in accordance with this Section 3.1(b). (i) Each Recipient shall use Company's Proprietary Information solely for the purposes of conducting the Study, obtaining any required review of the Study or its conduct, or ensuring proper medical treatment of any patient or subject. Each Recipient agrees to make Proprietary Information available only to those employees and students of General who require access to it in the performance of this Study and to inform them of the confidential nature of such information. (ii) Except as provided in subsection 3.1(b)(i), each Recipient shall keep all Proprietary Information confidential unless Company gives specific written consent for release. (iii) If any Recipient becomes aware of any disclosure not authorized hereunder, that Recipient shall notify Company and take reasonable steps to prevent any further disclosure or unauthorized use. (c) No Recipient shall be required to treat any information as Proprietary Information under this Agreement in the event: (i) it is publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of any Recipient; (ii) it was known to any Recipient prior to the date of disclosure or becomes known to any Recipient thereafter from a third party having an apparent bona fide right to disclose the information; (iii) it is disclosed by any Recipient in accordance with the terms of Company's prior written approval; (iv) it is disclosed by Company without restriction on further disclosure; (v) it is independently developed by any Recipient; or, (vi) any Recipient is obligated to produce it pursuant to an order of a court of competent jurisdiction or a facially valid administrative, Congressional or other subpoena, provided that the Recipient subject to the order or subpoena (A) promptly notifies Company and (B) cooperates reasonably with Company's efforts to contest or limit the scope of such order.
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Samples: Clinical Trial Agreement (Laser Photonics Inc), Clinical Trial Agreement (Laser Photonics Inc), Clinical Trial Agreement (Laser Photonics Inc)
Company Proprietary Information. 3.1 It is anticipated that in the performance of the Study, Company shall provide to General, Principal Investigator and other General personnel who are designated in writing by the Principal Investigator as being authorized to receive Proprietary Information and who agree in writing to the following confidentiality obligations (each such institution or person individually referred to in this Section 3.1 as "a Recipient" and collectively as "Recipients"), or shall give Recipients access to, certain information which Company considers proprietary. The rights and obligations of the parties with respect to such information are as follows:
(a) 5.1.1 For the purposes of this Agreement, "Proprietary Information" refers to shall mean any confidential or proprietary technical information of or data (including any kind which is in electronic form) disclosed by Company to University staff which is subject to a Recipient and whichnondisclosure agreement, except for such information which is already known to the University staff or the general public, or which becomes public knowledge other than by appropriate markingbreach of the nondisclosure agreement, or which is identified as confidential and proprietary properly obtained from a third party not under a confidentiality obligation to Company. All such Proprietary Information shall be marked "Confidential" or "Proprietary" at the time of submission or, if disclosed orally for a Center Project, Company will supply a printed or written summary to confirm its confidential status within thirty (30) days of the oral disclosure. In the event that proprietary information must The requirement of reducing oral disclosures to writing shall not apply to Company Designated Projects. The results of any Deliverables under a Company Project shall also be provided visually or orally, obligations of confidence shall attach only to that information which is confirmed by Company Proprietary Information unless otherwise agreed in writing within ten (10) working days as being confidential.
(b) For a period of five (5) years after the Effective Date of this Agreement, each Recipient agrees to use reasonable efforts, no less than the protection given their own confidential information, to use Proprietary Information received from Company and accepted by that Recipient only in accordance with this Section 3.1(b).
(i) Each Recipient shall use Company's Proprietary Information solely for the purposes of conducting the Study, obtaining any required review of the Study or its conduct, or ensuring proper medical treatment of any patient or subject. Each Recipient agrees to make Proprietary Information available only to those employees and students of General who require access to it in the performance of this Study and to inform them of the confidential nature of such information.
(ii) Except EXCEPT as provided in subsection 3.1(b)(i)Paragraph 5.2.2 below or if the Company chooses a project from those submitted to the MRC for Center sponsorship. Deliverable shall mean all reports, each Recipient shall keep all papers, computer codes, and work product generated by University under this agreement and designated as Deliverable work product for a Company-sponsored project.
5.1.2 In the course of consultation with University's researchers hereunder, it may become necessary for Company to disclose to a University employee certain Proprietary Information. If there is a need to disclose such Proprietary Information, Company will inform the MRC Director that a nondisclosure agreement must be executed with the University employee recipients. The MRC Director will arrange for the administration of such agreements in the general format of APPENDIX B. NONDISCLOSURE AGREEMENT, attached hereto and incorporated herein. Company will not disclose any of its Proprietary Information confidential unless Company gives specific written consent for releaseto a University employee until The nondisclosure agreement has been executed.
(iii) If any Recipient becomes aware of any disclosure not authorized hereunder, that Recipient shall notify Company and take reasonable steps to prevent any further disclosure or unauthorized use.
(c) No Recipient shall be required to treat any information as Proprietary Information under this Agreement in the event: (i) it is publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of any Recipient; (ii) it was known to any Recipient prior to the date of disclosure or becomes known to any Recipient thereafter from a third party having an apparent bona fide right to disclose the information; (iii) it is disclosed by any Recipient in accordance with the terms of Company's prior written approval; (iv) it is disclosed by Company without restriction on further disclosure; (v) it is independently developed by any Recipient; or,
(vi) any Recipient is obligated to produce it pursuant to an order of a court of competent jurisdiction or a facially valid administrative, Congressional or other subpoena, provided that the Recipient subject to the order or subpoena (A) promptly notifies Company and (B) cooperates reasonably with Company's efforts to contest or limit the scope of such order.
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Samples: Master Agreement, Manufacturing Agreement
Company Proprietary Information. 3.1 It is anticipated that in the performance of the Study, Company shall provide to General, Principal Investigator Investigator, and other General personnel who are designated in writing by the Principal Investigator as being authorized to receive Proprietary Information Information, and who agree in writing to the following confidentiality obligations (each such institution or person individually referred to in this Section 3.1 as a "a Recipient" and collectively as "Recipients"), or shall give Recipients access to, certain information which Company considers proprietary. The rights and obligations of the parties with respect to such information are as follows:
(a) For the purposes of this Agreement, "Proprietary Information" refers to information of any kind which is disclosed by Company to a Recipient and which, by appropriate marking, is identified as confidential and proprietary at the time of disclosure. In the event that proprietary information must be provided visually or orally, obligations of confidence shall attach only to that information which is confirmed by Company in writing within ten with the (10) working days as being confidential.
(b) For a period of five (5) years after the Effective Date of this Agreement, each Recipient agrees to use reasonable efforts, no less than the protection given their own confidential information, to use Proprietary Information received from Company and accepted by that the Recipient only in accordance with this Section 3.1(b3. 1 (b).
(i) Each Recipient shall use Company's Proprietary Information solely for the purposes of conducting the Study, obtaining any required review of the Study or its conduct, or ensuring ensuring, proper medical treatment of any patient or subject. Each Recipient agrees to make Proprietary Information available only to those employees and students of General who require access to it in the performance of this Study and to inform them of the confidential nature of such information.
(ii) Except as provided in subsection 3.1(b)(i3.1(b)(1), each Recipient shall keep all Proprietary Information confidential unless Company gives specific written consent for release.
(iii) If any Recipient becomes aware of any disclosure not authorized hereunder, that Recipient shall notify Company and take reasonable steps to prevent any further disclosure or unauthorized use.
(c) No Recipient shall be required to treat any information as Proprietary Information under this Agreement in the event: (i1) it is publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of any Recipient; (ii) it was known to any Recipient prior to the date of disclosure or becomes known to any Recipient thereafter from a third party having an apparent bona fide right to disclose the information; (iii) i it is disclosed by any Recipient in accordance with the terms of Company's prior written approval; (iv) it is disclosed by Company without restriction on further disclosure; (v) it is independently developed by any Recipient; or,
(vi) any Recipient is obligated to produce it pursuant to an order of a court of competent jurisdiction or a facially valid administrative, Congressional or other subpoena, provided that the Recipient subject to the order or subpoena (A) promptly notifies Company and (B) cooperates reasonably with Company's efforts to contest or limit the scope of such order.
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Company Proprietary Information. 3.1 It is anticipated that in the performance of the Study, Company shall provide to General, Principal Investigator and other General personnel who are designated in writing by the Principal Investigator as being authorized to receive Proprietary Information and who agree in writing to the following confidentiality obligations (each such institution or person individually referred to in this Section 3.1 as "a Recipient" and collectively as "Recipients"), or shall give Recipients access to, certain information which Company considers proprietary. The rights and obligations of the parties with respect to such information are as follows:
(a) For the purposes of this Agreement, "Proprietary Information" refers to information of any kind which is disclosed by Company to a Recipient and which, by appropriate marking, is identified as confidential and proprietary at the time of disclosure. In the event that proprietary information must be provided visually or orally, obligations of confidence shall attach only to that information which is confirmed by Company in writing within ten (10) working days as being confidential.
(b) For a period of five (5) years after the Effective Date of this Agreement, each Recipient agrees to use reasonable efforts, no less than the protection given their own confidential information, to use Proprietary Information received from Company and accepted by that Recipient only in accordance with this Section 3.1(b).
(i) Each Recipient shall use Company's Proprietary Information solely for the purposes of conducting the Study, obtaining any required review of the Study or its conduct, or ensuring proper medical treatment of any patient or subject. Each Recipient agrees to make Proprietary Information available only to those employees and students of General who require access to it in the performance of this Study and to inform them of the confidential nature of such information.
(ii) Except as provided in subsection 3.1(b)(i), each Recipient shall keep all Proprietary Information confidential unless Company gives specific written consent for release.
(iii) If any Recipient becomes aware of any disclosure not authorized hereunder, that Recipient shall notify Company and take reasonable steps to prevent any further disclosure or unauthorized use.
(c) No Recipient shall be required to treat any information as Proprietary Information under this Agreement in the event: (i) it is publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of any Recipient; (ii) it was known to any Recipient prior to the date of disclosure or becomes known to any Recipient thereafter from a third party having an apparent bona fide right to disclose the information; (iii) it is disclosed by any Recipient in accordance with the terms of Company's prior written approval; (iv) it is disclosed by Company without restriction on further disclosure; (v) it is independently developed by any Recipient; or,
(vi) any Recipient is obligated to produce it pursuant to an order of a court of competent jurisdiction or a facially valid administrative, Congressional or other subpoena, provided that the Recipient subject to the order or subpoena (A) promptly notifies Company and (B) cooperates reasonably with Company's efforts to contest or limit the scope of such order.
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Company Proprietary Information. 3.1 It is anticipated that in the performance of the Study, Company shall provide to GeneralDFPCC, Principal Investigator the Investigators and other General DFPCC personnel who are designated in writing by the Principal Investigator as being authorized to receive Proprietary Information and who agree in writing agrees to the following confidentiality obligations (each such institution or person individually referred to in this Section 3.1 as "a Recipient" and collectively as "Recipients"), or shall give Recipients access to, certain information which Company considers proprietary. The rights and obligations of the parties with respect to such information are as follows:
(a) For the purposes of this Agreement, "Proprietary Information" refers to information of any kind which is disclosed by Company to a Recipient and which, by appropriate marking, is identified as confidential and proprietary at the time of disclosure. In the event that proprietary information must be provided visually or orally, obligations of confidence shall attach only to that information which is confirmed by Company in writing within ten (10) working days as being confidential.
(b) For a period of five (5) years after the Effective Date of this Agreement, each Recipient agrees to use reasonable efforts, no less than the protection given their own confidential information, to use Proprietary Information received from Company and accepted by that Recipient only in accordance with this Section 3.1(b).
(i) Each Recipient shall use Company's Proprietary Information solely for the purposes of conducting the Study, obtaining any required review of the Study or its conduct, or ensuring proper medical treatment of any patient or subject. Each Recipient agrees to make Proprietary Information available only to those employees and students of General DFPCC who require access to it in the performance of this Study and to inform them of the confidential nature of such information.
(ii) Except as provided in subsection 3.1(b)(i), each Recipient shall keep all Proprietary Information confidential unless Company gives specific written consent for release.
(iii) If any Recipient becomes aware of any disclosure not authorized hereunder, that Recipient shall notify Company and take reasonable steps to prevent any further disclosure or unauthorized use.
(c) No Recipient shall be required to treat any information as Proprietary Information under this Agreement in the event: (i) it is publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of any Recipient; (ii) it was known to any Recipient prior to the date of disclosure or becomes known to any Recipient thereafter from a third party having an apparent bona fide right to disclose the information; (iii) it is disclosed by any Recipient in accordance with the terms of Company's prior written approval; (iv) it is disclosed by Company without restriction on further disclosure; (v) it is independently developed by any Recipient; or,
, (vi) any Recipient is obligated to produce it pursuant to an order of a court of competent jurisdiction or a facially valid administrative, Congressional or other subpoena, provided that the Recipient subject to the order or subpoena (A) promptly notifies Company and (B) cooperates reasonably with Company's efforts to contest or limit the scope of such order.
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