Confidential Information Disclosure. The Disclosing Party may deem it necessary, from time to time, to disclose or make available to the Receiving Party Confidential Information. It shall then become the responsibility of the Receiving Party to: (i) limit the disclosure of any Confidential Information belonging to the Disclosing Party to the Receiving Party's directors, officers, employees, agents or representatives (collectively herein referred to as "Representatives") who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth herein this Agreement and require such Representatives to keep the Confidential Information confidential; (iii) shall keep all Confidential Information strictly confidential by way of exercising a reasonable degree of care, but not less than the degree of care that the Receiving Party would exercise in safeguarding their own confidential information; and (iv) not disclose any Confidential Information received to any third parties, unless otherwise provided for herein this Agreement. Therefore, each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
Confidential Information Disclosure. The Disclosing Party may deem it necessary, from time to time, to disclose or make available to the Receiving Party Confidential Information. It shall then become the responsibility of the Receiving Party to: (i) limit the disclosure of any Confidential Information belonging to the Disclosing Party to the Receiving Party's directors, officers, employees, agents or representatives (collectively herein referred to as "Representatives") who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth herein this Agreement and require such Representatives to keep the Confidential Information confidential;
Confidential Information Disclosure. Any information relating to a Member’s business, operation or finances which are proprietary to, or considered proprietary by, a Member are hereinafter referred to as “Confidential Information”. All Confidential Information in tangible form (plans, writings, drawings, computer software and programs, etc.) or provided to or conveyed orally or visually to a receiving Member, shall be presumed to be Confidential Information at the time of delivery to the receiving Member. All such Confidential Information shall be protected by the receiving Member from disclosure with the same degree of care with which the receiving Member protects its own Confidential Information from disclosure. Each Member agrees: (i) not to disclose such Confidential Information to any Person except to those of its employees or representatives who need to know such Confidential Information in connection with the conduct of the business of the Company and who have agreed to maintain the confidentiality of such Confidential Information and (ii) neither it nor any of its employees or representatives will use the Confidential Information for any purpose other than in connection with the conduct of the business of the Company; provided that such restrictions shall not apply if such Confidential Information:
Confidential Information Disclosure. The content of this Investment Commitment will be considered confidential information (hereinafter,“Confidential information"). Confidential Information of a Party shall not include information that:
A. Come to be considered public domain;
B. Is in the rightful possession of the other Party prior to disclosure and was not obtained by the other Party either directly or indirectly from the Disclosing Party; C. Is disclosed to the other party by a third party without restriction on disclosure; D. Is developed independently by the other Party; It must be disclosed by any judicial or governmental requirement or order (and the recipient must promptly notify the disclosing party of said requirement). The parties agree to maintain confidentiality with respect to the content of this Agreement for a period of 2 years from the signing hereof. The Parties agree that they will not use the Confidential Information for any purpose other than the application of this Agreement. Each party agrees to take all reasonable measures to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement. Without the prior written consent of the other party, neither party may make public announcements or issue any press release or publicity related to this Agreement. Neither party will use the trademarks, trade names, logos or other intellectual property rights of the other party without obtaining its prior written consent.
Confidential Information Disclosure. Subject to the provisions of the Disclosure Agreement and Section 11.3.1 of this Agreement, neither party shall disclose any Confidential Information of the other to any person except an employee or attorney who (i) needs to know the Confidential Information for a proper purpose under this Agreement and (ii) acknowledges in writing that the Confidential Information may not be used or disclosed except in conformance with the requirements of this Agreement.
Confidential Information Disclosure a. During the Term, it may be necessary for the Parties to disclose to each other certain information which the disclosing Party considers to be confidential and proprietary ("Information").
b. The Parties will use their reasonable efforts to maintain Information received from the other in confidence and neither disclose same to any third party, nor use same for any purpose except for exercising its rights or fulfilling its obligations under this License Agreement. Information received by Licensee may be disclosed or revealed for such purposes to employees of Licensee’s or employees of Licensee’s Affiliates under which such employees are required to keep confidential the proprietary Information of Licensee, or to Licensee’s consultants, advisors, and acquirers under a similar obligation of confidentiality. The obligations of this Section 8 shall continue during the term of this License Agreement and for five (5) years thereafter.
c. Neither Party shall be obligated to maintain in confidence Information, or any obvious and allowable modification thereof, which falls within one of the following exceptions:
i. was known to the receiving Party prior to being received from the disclosing Party;
ii. is or, without the fault of the receiving Party, becomes publicly known;
iii. was received by either Party from a third party without an obligation of confidence and having a right to disclose the same;
iv. is developed by the receiving Party independent of any use of or reference to Information of the disclosing Party, as evidenced by written records; or
v. is required to comply with a court or administrative subpoena or order, provided the receiving Party first uses reasonable effort to obtain an order preserving the confidentiality of the Information and provided that the receiving Party gives the other timely notice of the contemplated disclosure to provide the disclosing Party the opportunity to intervene to preserve the confidentiality of the Information. Information subject to this clause v shall remain subject to the obligations set forth in this Section 8 for all purposes other than such required disclosure.
d. Only Information disclosed in writing and indicated to be confidential, or if disclosed orally or in other non-written form and summarized in writing and indicated to be confidential and transmitted to the other Party within thirty (30) days of such non-written disclosure, or that is otherwise reasonably obvious as “confidential” or “proprietary” due ...
Confidential Information Disclosure. The Disclosing Party may deem it necessary, from time to time, to disclose or make available to the Receiving Party Confidential Information. It shall then become the responsibility of the Receiving Party
Confidential Information Disclosure. Notwithstanding Section 21.1, each party hereto may disclose Confidential Information:
(a) to its directors, officers, employees, agents, advisors, consultants and other representatives, and its parent company, subsidiaries and affiliates (if any) and their respective directors, officers, employees, agents, advisors, consultants and other representatives (in this Section 21.2(a), “Representatives” means all of the foregoing, collectively), in each case, who need to know such Confidential Information in connection with the Purpose, provided that such Representatives are bound by confidentially obligations and restrictions on use no less stringent than those provided herein and that each party hereto shall be liable hereunder for breaches of the confidentiality obligations and restrictions on use by any of its Representatives as if such Representatives were parties to this Agreement;
Confidential Information Disclosure. “Confidential Information” shall include, without limitation, any trade secret, information, process, technique, algorithm, computer program (source and object code), design, drawing, formula or test data relating to any research project, work in progress, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the disclosing party, its past, present or future products, sales, suppliers, clients, customers, employees, investors, inventors, or business, whether in oral, written, graphic, electronic or other form. All Confidential Information disclosed shall be identified as such by the disclosing party, either verbally or in writing.
Confidential Information Disclosure. The Receiving Party agrees to hold in confidence and not disclose, directly or indirectly, any Confidential Information received from the Disclosing Party or its Affiliates. The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and shall take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information.
