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Confidential Information and Material Sample Clauses

Confidential Information and Material. Unless the Parties have an active confidentiality agreement, the following shall apply. The Parties may from time to time during the term of this Agreement share information which may be considered confidential in the conduct and performance of their respective businesses. The Party receiving such information shall treat and protect such confidential information in the same regard and respect as it treats its own confidential information. ‘Confidential Information’ of either Party shall mean any and all tangible and intangible information, whether oral or in writing or in any other medium, disclosed or made available from time to time by that Party (the ‘Disclosing Party’) to the other Party (the ‘Receiving Party’) or otherwise obtained by the Receiving Party from the Disclosing Party or relating to the Disclosing Party. Confidential Information will include, without limitation, information relating to the mechanical testing applications of the Disclosing Party’s materials, products, components, and test methods, data, reports, or any other related information, services associated with such mechanical testing applications, or inventions related to mechanical testing by the Disclosing Party, including without limitation, third party information that Disclosing Party is obligated to treat as confidential. Confidential Information may include information relating to the finances, management, business, operations, pricing or products of the Disclosing party to the extent such information is made available by the Disclosing Party to the Receiving Party or otherwise obtained by the Receiving Party, provided that such information does not fall into one of the categories set forth below. Confidential Information of the Disclosing Party shall also include, without limitation, all information that relates to the Receiving Party’s analysis of the Disclosing Party’s Confidential Information, and all derivatives of the Disclosing Party’s Confidential Information, whether developed by the Disclosing Party or the Receiving Party. Confidential Information shall not include information that: (a) was in the public domain at the time it was disclosed to the Receiving Party; (b) entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault or act of the Receiving Party; (c) was in the Receiving Party’s possession free of any obligation of confidence at the time it was disclosed to the Receiving Party; (d) is rightfully communicated...
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Confidential Information and Material. Upon expiration or termination of this Agreement in its entirety, except to the extent that a party retains a license or obtains a reversion license from the other party as provided in this Section 11.5, each party shall promptly, upon request of the other party, delete or destroy, all Material and relevant records and materials in such party’s possession or control containing Confidential Information of the other party; provided that such party may keep one copy of such records and materials for legal archival purposes only subject to continuing confidentiality obligations in accordance with Article 10. Notwithstanding the foregoing, in the event that OST obtains a license to the ADXS31-134 technology from Penn (“Penn License”), this subsection (d) will not apply to OST until the termination or expiration of the Penn License.
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Confidential Information and Material. Upon expiration or termination of this Agreement in its entirety, except to the extent that a party retains a license from the other party as provided in this Section 12.4, each party shall promptly, upon request of the other party, delete or destroy, all Material and relevant records and materials in such party’s possession or control containing Confidential Information of the other party; provided that such party may keep one copy of such records and materials for legal archival purposes only subject to continuing confidentiality obligations in accordance with Article 11. Notwithstanding the foregoing, in the event that this Agreement is terminated with respect to only a certain Program, then the obligations of return under this Section 0 shall only apply with respect to such terminated Program and the Products from such Program.
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Confidential Information and Material. Upon expiration or termination of this Agreement in its entirety, except to the extent that a party retains a license from the other party as provided in this Section 12.4, each party shall promptly, upon request of the other party, delete or destroy, all Material and relevant records and materials in such party’s possession or control containing Confidential Information of the other party; provided that such party may keep one copy of such records and materials for legal archival purposes only subject to continuing confidentiality obligations in accordance with Article 10.
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Confidential Information and Material. To the extent allowable by law and in accordance with Chapter 119, Florida Statutes (“Florida Public Records Law”) OUC and Licensee agree to maintain in confidence all confidential and proprietary information and data of the other party and its affiliates (the “Confidential Information”) as such Confidential Information relates to the business purposes of the OUC and Licensee. OUC further agrees that it shall not use the Confidential Information at any time thereafter for any purpose other than the performance of its obligations or the exercise of its rights under this Agreement.
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Confidential Information and Material. 7.1 Seller and Buyer shall maintain and treat as confidential and secret all information and materials which may be disclosed by the other party in connection with such party's performance of Services hereunder and identified in writing thereon as being proprietary, confidential or secret (the "Confidential Information").
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Confidential Information and Material 
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Related to Confidential Information and Material

  • Confidential Information (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

Most Referenced Clauses

Most Referenced Definitions