Confidential Information Generally. Each Party will protect the confidentiality and security of the other Party’s Confidential Information disclosed to it from unauthorized disclosure, publication, or dissemination with the same standard of care and discretion it employs with similar information of its own, but in no event less than reasonable care, and will not use, reproduce, distribute, disclose, or otherwise disseminate Confidential Information of the other Party disclosed to it except in connection with the performance of its obligations or rights under the Agreement or as permitted by the Agreement. The Receiving Party acknowledges that any breach of this Section 7.1 by the Receiving Party may result in irreparable harm to the Disclosing Party for which monetary damages may not provide a sufficient remedy. The Disclosing Party may seek both monetary damages and equitable relief with respect to any such breach without any obligation to post a bond.
Confidential Information Generally. Each Party acknowledges that, during the term of this Agreement, it may disclose (the “Disclosing Party”) to the other (the “Receiving Party”) certain confidential information and data (the “Confidential Information”). Subject at all times to applicable state law, each Party agrees to maintain all Confidential Information provided to it by another Party as confidential and to not disclose such information to any Persons other than to its representatives or as otherwise required by Law.
Confidential Information Generally. The existence and terms and conditions of the Transaction Documents are confidential, and neither Party may make any disclosures regarding the Transaction Documents without the express prior written consent of the other Party, except:
(a) as may be required by law or legal process;
(b) during the course of litigation so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties and so long as: (i) the Disclosing Party seeks to protect the information in a court-entered protective order; and (ii) the Disclosing Party informs the Receiving Party in writing in advance of the disclosure; or
(c) in confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with financial transactions.
Confidential Information Generally. Except as expressly provided herein, the Parties agree that, for the Term and for five (5) years thereafter, or, if applicable, for such longer period as specified in the particular Assumed Agreement or Excluded Agreement, each Party shall keep completely confidential and shall not publish, permit access to or otherwise disclose and shall not use for any purpose except to practice the rights granted in Article 2 or as expressly permitted in this Article 5, any and all Confidential Information furnished to such Party by the disclosing Party hereto pursuant to this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such Confidential Information:
(a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of initial disclosure hereunder;
(b) was generally available to the public or otherwise part of the public domain at the time of its initial disclosure to the receiving Party hereunder;
(c) became generally available to the public or otherwise part of the public domain after its disclosure hereunder and other than through any act of commission or omission of the receiving Party in breach of this Agreement;
(d) was independently developed by the receiving Party without reference to any information or materials disclosed by or on behalf of the disclosing Party, as demonstrated by contemporaneous documentation; or
(e) was subsequently disclosed to the receiving Party by a Third Party without breach of any legal obligation to the disclosing Party. Confidential Information relating to MolecularBreeding acquired by Buyer as a consequence of the Prior License Agreement (excluding any such information that relates to Product Technology, as such term is defined in the Prior License Agreement), the APA or this Agreement shall, as between the Parties, be treated as Confidential Information of Buyer and shall not be subject to subsections (a) and (d) of this Section 5.1. In addition, Seller shall not publicly disclose Seller’s Know-How relating to MolecularBreeding. For clarity, this provision is not intended to, and shall not, affect the confidentiality provisions of any agreements entered into by Seller with any Third Party.
Confidential Information Generally. Confidential Information" consists of: (i) this Agreement; and (ii) non-public information concerning the business of a Party hereto (including, but not limited to, its operations, finances, employees, suppliers, vendors or agreements) or the business of a Party's affiliates learned by the other Party in the performance of the other Party's responsibilities under this Agreement.
Confidential Information Generally. The existence and terms and conditions of this Agreement are confidential, and neither Party may make any disclosures regarding this Agreement without the express prior written consent of the other Party, except:
(a) As may be required by law or legal process;
(b) During the course of litigation so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties and so long as: (i) the restrictions are embodied in a court-entered protective order; and (ii) the Disclosing Party informs the Receiving Party in writing in advance of the disclosure;
(c) In confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with financial transactions; or
(d) Either party may issue a press release announcing or otherwise disclosing the existence of this Agreement, provided the Party intending to issue such press release or disclosure provides the other Party with a copy of the press release or disclosure for its prior approval or disapproval, such approval not to be unreasonably withheld. Unless disapproved within two (2) days from submission, any requests for approval shall be deemed approved.
Confidential Information Generally. Each party will protect the other party’s Confidential Information from unauthorized disclosure, publication, or dissemination with the same standard of care and discretion it employs with similar information of its own, but in no event less than reasonable care, and will not use, reproduce, distribute, disclose, or otherwise disseminate the other party’s Confidential Information except in connection with the performance of its obligations or rights under the Agreement. The Receiving Party acknowledges that any breach of this Section 7.1 by the Receiving Party may result in irreparable harm to the Disclosing Party for which monetary damages may not provide a sufficient remedy. Therefore, the Disclosing Party may seek both monetary damages and equitable relief with respect to any such breach without any obligation to post bond.
Confidential Information Generally. Each party acknowledges that during the Initial Term and any Renewal Term of this Agreement, a party may disclose certain Confidential Information to the other party. Each party agrees to protect the other party’s Confidential Information from unauthorized disclosure, publication, or dissemination with the same standard of care and discretion it employs with similar information of its own, but in no event less than reasonable care, and shall not use, reproduce, distribute, disclose, or otherwise disseminate the other party’s Confidential Information, except in connection with the performance of its obligations under this Agreement. Each party recognizes that the disclosure or unauthorized use of Confidential Information will injure the Disclosing Party. Each party further recognizes and agrees that the injury that the Disclosing Party will suffer for any actual or threatened breach by the Receiving Party of the covenants or agreements contained herein cannot be compensated by monetary damages alone, and the Receiving Party therefore agrees that the Disclosing Party, in addition to and without limiting any other remedies or rights which it may have under the Agreement or otherwise, shall be entitled to equitable relief, including injunction and specific performance. The Receiving Party further agrees to waive any requirement for the securing or posting of any bond in connection with such equitable remedy. The obligations of non-disclosure provided hereunder shall continue during the term of the Agreement and (i) with respect to Confidential Information that does not constitute a trade secret, for a period of three (3) years thereafter and (ii) with respect to Confidential Information that rises to the level of a trade secret under applicable law, for such period of time thereafter as the information shall retain its status as a trade secret under applicable law, and no less than three (3) years thereafter. Notwithstanding anything to the contrary in this Agreement, Elavon acknowledges and agrees that Merchant, as a governmental entity, is bound by the provisions of the Texas Public Information Act and Attorney General Opinions issued under that statute.
Confidential Information Generally. Subject at all times to the Massachusetts Public Records Law (M.G.L. Chapter 66) and the Massachusetts Fair Information Practices Law (M.G.L. Chapter 66A), each Party agrees to maintain all Confidential Information provided to it by another Party as confidential and to not disclose such information to any Persons other than to its representatives or as otherwise required by Law.
Confidential Information Generally. Section 8.2 Restrictions on Confidential Information Section 8.3 Publicity
