Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.
Appears in 5 contracts
Samples: Copado Access Agreement, Copado Access Agreement, Copado End User License Agreement
Confidential Information. Each party agrees that “Confidential Information” is all code, inventions, know-how, business, technical and financial confidential information it obtains (“Receiving Party”) from the disclosing disclosed by a party (“Disclosing Party”) constitutes to the confidential information of the Disclosing Party other party (“Confidential InformationReceiving Party”), provided whether orally or in writing, that it is identified designated as confidential at the time of disclosure or that reasonably should be reasonably known by the Receiving Party understood to be Confidential Information due to confidential given the nature of the information disclosed and the circumstances surrounding the of disclosure. The Your Confidential Information will include Your Data. Intermedia’s Confidential Information will include the Services (and any updatesportion thereof), upgradesthe terms and conditions of this Agreement and any Schedules, modificationsand all related Service order forms, derivativesas well as Intermedia’s business and marketing plans, specificationstechnology and technical information, technical guidesproduct plans and designs, other software, or other documentation provided and business processes disclosed by Xxxxxx (or its agents) shall be deemed Intermedia. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of Xxxxxx without any marking or future designation. Except as expressly authorized hereinobligation owed to the Disclosing Party, (ii) was known to the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt its disclosure by the Disclosing Party without breach of any obligation owed to the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Disclosing Party; , (iii) is rightfully obtained by the Receiving Party received from a third party without breach of any confidentiality obligation; obligation owed to the Disclosing Party, or (iv) is was independently developed by employees of the Receiving Party. The Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant may disclose Confidential Information to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice binding orders of governmental entities that have jurisdiction over it; provided however that, to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedyextent legally permitted by law to do so, and therefore that upon any such disclosure by the Receiving Party gives the Disclosing Party shall be entitled reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate equitable relief remedy, discloses only such Confidential Information as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that Intermedia, and its licensors, retain all intellectual property rights and title, in addition to whatever and to, all of their Confidential Information and/or other remedies it might have at lawproprietary information. Upon termination This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or expiration works of this Agreementauthorship developed, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, returnembodied in, or make available to Customer all Customer Materials then practiced in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through connection with the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsprovided by Intermedia hereunder.
Appears in 5 contracts
Samples: Carefully Read These Terms And, Hosting Service Agreement, Master Service Agreement
Confidential Information. Each “Confidential Information” shall mean (i) Highly Confidential Information (as defined below), (ii) any other technology, software development tools, methodologies, processes, algorithms, test data sets and test data cases and related documentation that CI Plus LLP provides to Licensee hereunder in order to facilitate Licensee’s exercise of its rights and performance of its obligations hereunder, and (iii) any other information of CI Plus LLP and information of Licensee, each of which is clearly marked as “Confidential” or a similar expression when disclosed in written or electronic form, or indicated as “Confidential” when disclosed orally and confirmed in writing within thirty (30) calendar days after such disclosure. “Confidential Information” shall not include information which: (a) was in the possession of, or was known by, the receiving party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”"Recipient") prior to its receipt from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”Discloser), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party without an obligation owed to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other softwareDiscloser, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized hereinlicensors, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in maintain its possession or known to it prior to receipt of the Confidential Informationconfidentiality; (iib) is or has become becomes generally known to the public knowledge through no fault without violation of this Agreement by the Receiving Party“Recipient”; (iiic) is rightfully obtained by the Receiving Party Recipient from a third party, without an obligation owed to such third party without breach of any confidentiality obligationto keep such information confidential; or (ivd) is independently developed by employees Recipient without use of any Confidential Information of the Receiving Party who had no access other party. Recipient agrees that it shall use reasonable care to such information; or (v) is required to be disclosed pursuant to keep the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Formother party strictly confidential and not disclose it to any other person except to its Affiliates and its and their respective employees, Xxxxxx will either make Customer Materials available contractors, consultants, agents, customers and representatives (other than Members) who have a “need to Customer through the Services on a limited basis solely know” for the purposes of data retrieval this Agreement and are obligated by Licensee to be bound by the same confidentiality obligation which Recipient is bound by under this Exhibit H, provided however that Recipient may disclose Highly Confidential Information only in accordance with Section 2 of this Exhibit H. Recipient shall be responsible for any breach of such confidentiality obligation by such parties, including former employees, Affiliates, contractors, consultants, agents, customers (other than Members) and representatives. Recipient shall protect the Confidential Information of the other party with the same degree of care as it normally uses in the protection of its own similar confidential and proprietary information, but in no case with any less than reasonable care. Notwithstanding anything in this Exhibit H to the contrary, Confidential Information may be disclosed by Recipient pursuant to the order or will reasonably assist Customer requirements of a court or governmental administrative agency or other governmental body of competent jurisdiction, provided that (x) Discloser has been notified of such a disclosure request immediately after Recipient knows such order or requirements in order to afford Discloser reasonable opportunity to obtain a protective order or otherwise prevent or limit the scope of such disclosure to the extent permitted by law and (y) Recipient cooperates in good faith with such retrievalefforts by Discloser. After such thirty (30) day periodThe obligations under this Exhibit H shall terminate three years after the date of the last shipment of product using the Licensed Technology by Licensee or any other licensee of the Licensed Technology; provided that Sections 2.0(b), Xxxxxx will have no obligation 2.0(c), and 3.0 in this Exhibit H shall cease to maintain or provide any Customer Materials and, unless legally prohibited, may delete apply when the Recipient has returned all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialstangible embodiments of Licensed Technology in its possession to the Discloser.
Appears in 5 contracts
Samples: Plus Device Interim License Agreement, Plus Device Interim License Agreement, Plus Device Interim License Agreement
Confidential Information. Each For the period commencing on the Effective Date and ending seven (7) years following the expiration or earlier termination hereof, a party agrees that all codeand its Affiliates and their respective directors, inventionsofficers, know-how, business, technical employees and financial information it obtains consultants (the “Receiving PartyParties”) from shall maintain in confidence the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without the other party and its Affiliates, and shall not disclose to Third Parties the Confidential Information of the other party or its Affiliates (the “Disclosing Parties”) except to Affiliates of the Receiving Parties and their respective directors, officers, employees and consultants involved in the performance of obligations under this Agreement. To the extent that disclosure to any marking or future designation. Except as expressly Third Party is authorized hereinby this Agreement, prior to disclosure, the Receiving Party will shall obtain written agreement of such Third Party to hold in confidence and not disclose, use or disclose grant the use of the Confidential Information of the other party except as expressly permitted under this Agreement. The parties agree that the term of the non-disclosure and non-use obligations of a Third Party shall be co-extensive with the confidentiality obligations of the parties hereunder. A Receiving Party shall notify the applicable Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which Upon the Receiving Party can document: (i) was rightfully in its possession expiration or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon earlier termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx each Receiving Party shall delete, return, or make available return to Customer the applicable Disclosing Party all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination tangible items regarding the Confidential Information of the applicable Order FormDisclosing Party and all copies thereof; provided, Xxxxxx will either make Customer Materials available however, that a Receiving Party shall have the right to Customer through the Services on a limited basis solely retain one (1) copy for its legal files for the purposes sole purpose of data retrieval or will reasonably assist Customer determining its obligations hereunder. Each party shall cause its Affiliates, to the extent applicable, to comply with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation the provisions of this Section 6.1 as if they were party to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthis Agreement.
Appears in 5 contracts
Samples: Collaboration Agreement (Gen Probe Inc), Collaboration Agreement (Pacific Biosciences of California Inc), Collaboration Agreement (Pacific Biosciences of California Inc)
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from Party shall use at least the disclosing party (“Disclosing Party”) constitutes same standard of care in the confidential information protection of Confidential Information of the Disclosing other Party (as it uses to protect its own confidential or proprietary information; provided, that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, with respect to each Party, “Confidential Information”)” includes all confidential or proprietary information and documentation of the other Party, provided that it is identified as confidential at including the time terms of disclosure this Agreement, and all of the other Party’s software, data, financial information all reports, exhibits and other documentation prepared by any of the other Party’s Subsidiaries or should be reasonably known by the Receiving Party to be Confidential Information due Affiliates, in each case, to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other softwareextent provided or made available under, or other documentation provided by Xxxxxx (or its agents) in furtherance of, this Agreement. Each Party shall be deemed use the Confidential Information of Xxxxxx without the other Party only in connection with the purposes of this Agreement and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purpose. Each Party shall advise its respective employees, subcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party of Confidential Information of the other Party pursuant to applicable law, or by order or request of any marking court or future designationgovernment agency; provided, that prior to such disclosure the Party making such disclosure shall (at the other Party’s sole cost and expense), if legally permitted and reasonably practicable, (a) promptly give notice to the other Party, (b) cooperate with the other Party with respect to taking steps to respond to or narrow the scope of such order or request and (c) only provide such information as is required by law, court order or a final, non-appealable ruling of a court of proper jurisdiction. Except as expressly authorized herein, the Receiving Confidential Information of a Party will hold in confidence and not use or disclose any be afforded the protection of this Article VIII if such Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: Information was (i) was rightfully in developed by the other Party independently as shown by its possession or known to it prior to receipt of the Confidential Information; written business records regularly kept, (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving other Party without restriction from a third party without breach party, (iii) publicly available other than through the fault or negligence of any confidentiality obligation; the other Party or (iv) is independently developed released by employees of the Receiving Party who had no access to such information; that owns or (v) is required to be disclosed pursuant has the rights to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled without restriction to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsanyone.
Appears in 4 contracts
Samples: Reorganization Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Fidelity National Financial, Inc.), Corporate Services Agreement (Cannae Holdings, Inc.)
Confidential Information. Each SPX and Flowco shall, and each shall cause its Affiliates, officers, directors, employees, agents, representatives and advisors to, (a) hold in trust and maintain confidential all Confidential Information relating to the other party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”b) from limit the disclosing party (“Disclosing Party”) constitutes the confidential information use and disclosure of the Disclosing Party Confidential Information solely to the purposes of such party’s obligations, benefits or rights under this Agreement; provided, however, that a party may disclose such Confidential Information that such party reasonably believes it is required to disclose by applicable Law, provided that (unless prohibited by applicable Law) it first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent or minimize such disclosure. For the purposes of this Agreement, “Confidential Information”)” shall mean all information regarding SPX or Flowco, provided that it is identified as applicable, of a confidential at or proprietary nature, whether oral, visual, in writing or in any other tangible form, and includes, without limitation, economic, scientific, technical, product and business data, business plans, and the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due like, except to the nature extent that such information can be shown to have been (i) in the public domain through no action of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (applicable receiving party or its agentsAffiliates or any of their respective representatives or advisors, (ii) shall be deemed lawfully acquired from other sources by such receiving party or its Affiliates or any of their respective representatives or advisors to which it was furnished or (iii) independently developed by such receiving party or its Affiliates without use or reference to Confidential Information of Xxxxxx without any marking the disclosing party’s or future designation. Except as expressly authorized hereinits Affiliates; provided, however, in the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt case of the Confidential Information; clause (ii) is or has become public knowledge through no fault of that, to the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without receiving party’s knowledge, such sources did not provide such information in breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant fiduciary obligations. Without prejudice to the regulationrights and remedies of either party to this Agreement, law, or court order (but only a party disclosing any Confidential Information to the minimum extent required to comply other party in accordance with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure provisions of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party this Agreement shall be entitled to seek appropriate equitable relief in addition by way of an injunction if the other party hereto breaches or threatens to whatever other remedies it might have at lawbreach any provision of this Section 4.2. Upon the earlier of a request by a disclosing party or the termination or expiration of this AgreementAgreement in accordance with Section 6, if Xxxxxx is in possession each party shall promptly return or destroy all Confidential Information of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possessionthe other party and copies thereof. Upon request by Customer within thirty (30) days after any expiration or termination the disclosing party, an authorized representative of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through other party shall confirm in writing compliance with its obligation set forth in the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsimmediately preceding sentence.
Appears in 4 contracts
Samples: Transition Services Agreement, Transition Services Agreement, Transition Services Agreement (SPX Corp)
Confidential Information. Each party The Parties acknowledge and agree that during the term of this Agreement, each Party may acquire knowledge of the other Party’s Confidential Information (as defined below) in connection with its performance hereunder and agrees that to keep such Confidential Information in confidence during the term of this Agreement. "Confidential Information" includes but is not limited to all codeinformation, inventionswhether written or oral, know-howin any form, businessincluding without limitation, technical information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and financial other material or information it obtains (“Receiving Party”) from considered proprietary or marked as such by the disclosing party (“Disclosing Party relating to the current or anticipated business or affairs of the disclosing Party which is disclosed directly or indirectly to the recipient Party”) constitutes the . In addition, Confidential Information means any third party's proprietary or confidential information disclosed to the recipient Party in the course of fulfilling the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Agreement. Confidential Information due to the nature of the does not include any information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession which the recipient Party lawfully knew without restriction on disclosure before the disclosing Party disclosed it to the recipient Party, (ii) which is now or becomes publicly known through no wrongful act or failure to it prior to receipt act of the recipient Party, (iii) which the recipient Party developed independently without use of the Confidential Information; , as evidenced by appropriate documentation, or (iiiv) which is or has become public knowledge through no fault of hereafter lawfully furnished to the Receiving Party; (iii) is rightfully obtained recipient Party by the Receiving Party from a third party as a matter of right and without breach of any confidentiality obligation; (iv) is independently developed by employees of restriction on disclosure. In addition, the Receiving recipient Party who had no access to such information; or (v) may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance recipient Party provides prompt notice to the Disclosing Party)disclosing Party of such requirement prior to disclosure. The Receiving recipient Party acknowledges that disclosure agrees not to copy, alter or directly or indirectly disclose any Confidential Information. Additionally, the recipient Party agrees to limit its internal distribution of Confidential Information would cause substantial harm for which damages alone may not be to the recipient Party's employees, agents or subcontractors who have a sufficient remedyneed to know, and therefore to take steps to ensure that upon any such disclosure the dissemination is so limited, including the execution by the Receiving recipient Party's employees, agents or subcontractors of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will the recipient Party use less than the Disclosing degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Confidential Information. The recipient Party further agrees not to use the Confidential Information except in the course of performing hereunder, and agrees not to use such Confidential Information for its own benefit or for the benefit of any third party. The recipient Party agrees not to design or manufacture any products which incorporate Confidential Information of the disclosing Party. All Confidential Information is and shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at lawremain the property of the disclosing Party. Upon the disclosing Party's written request or the termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx the recipient Party shall delete, return, transfer or make available assign to Customer the disclosing Party all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order FormConfidential Information, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day periodincluding all Work Product, Xxxxxx will have no obligation to maintain or provide any Customer Materials andas defined herein, unless legally prohibited, may delete and all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialscopies thereof.
Appears in 4 contracts
Samples: www.netapp.com, www.netapp.com, www.netapp.com
Confidential Information. Each In performing their obligations pursuant to this Agreement, each party agrees that all code, inventions, know-how, business, technical may have access to and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the receive disclosure of certain confidential information about the other party or parties, including, without limitation, the names and addresses of a party’s customers or members, marketing plans and objectives, research and test results, and other information which is confidential and the property of the Disclosing Party party disclosing the information (“Confidential Information”), provided . The parties agree that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be term Confidential Information due to shall include this Agreement, the nature of the information disclosed Program Guidelines, and the circumstances surrounding Program Materials, as the disclosuresame may be amended and modified from time to time. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to include information in the public domain or which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees the other party. Lender and Cash America agree that Confidential Information shall be used by each party solely in the performance of its obligations under this Agreement. Each party shall receive Confidential Information in confidence and shall not disclose Confidential Information to any third party, except as may be permitted hereunder or under the Receiving Party who had no access Program Documents, or as may be necessary to such perform its obligations hereunder, or as may be otherwise agreed in writing by the party furnishing the information; , or (v) is as required to be disclosed pursuant by the Rules or any Regulatory Authority. Notwithstanding anything herein to the regulationcontrary, lawexcept as provided in Section 19 above, nothing herein shall prohibit either party hereto from entering into agreements with any other party that include program guidelines and program materials that may or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, returnsame as, or make available to Customer all Customer Materials then in its possessionsubstantially similar to, the Program Guidelines and Program Materials. Upon request by Customer within thirty (30) days after or upon any expiration or termination of this Agreement, each party shall return to the applicable Order Formother party or destroy (as the latter may instruct) all of the latter’s Confidential Information in the former’s possession which is in any written or other recorded form, Xxxxxx will either make Customer Materials available including data stored in any computer medium; provided, however, that a party may retain the Confidential Information of the other party (but subject to Customer through the Services on a limited basis solely for requirements of this Section 20) to the purposes extent that such party needs access to such information to continue to perform any of data retrieval its obligations hereunder or will reasonably assist Customer with to broker or service Loans or otherwise perform obligations owed by such retrievalparty to another party. After such thirty (30) day periodNotwithstanding the foregoing, Xxxxxx will have no obligation to maintain or provide the extent there are any Customer Materials andinconsistencies between this Section 20 and Section 14 above, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthe provisions of Section 14 above shall control.
Appears in 4 contracts
Samples: Administrative Credit Services Agreement Texas (Cash America International Inc), Administrative Credit Services Agreement Michigan (Cash America International Inc), Administrative Credit Services Agreement (Cash America International Inc)
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains If either Party (“Receiving Party”) from gains access to confidential information of the disclosing party other Party (“Disclosing Party”) constitutes concerning the confidential Disclosing Party's prices, business, plans, technology, products, and other non-public information of the Disclosing Party (collectively, “Confidential InformationCI”), provided then the terms of this section will apply. CI includes all information in tangible or intangible form that is marked or designated as confidential by the Disclosing Party or that, under the circumstances of its disclosure, should be considered confidential. The Disclosing Party owns all right, title and interest, including all Intellectual Property Rights in the Disclosing Party's CI. Each Party agrees that it is identified will not use in any way, for its own benefit or the benefit of any third party, except as confidential expressly permitted by, or as required to implement, this Agreement, nor disclose to any third party (except as required by law or to such Party’s attorneys, accountants and other advisors as reasonably necessary), any of the Disclosing Party’s CI. Each Party will take reasonable precautions to protect the confidentiality of the other Party’s CI that are at least as stringent as it takes to protect its own CI. Information will not be deemed CI under this Agreement if (a) it was in the time of disclosure public domain or should be reasonably was known by to the Receiving Party prior to be Confidential Information due its receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Disclosing Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iib) is or it has become public knowledge publicly known, except through no fault a breach of this Agreement by the Receiving Party; (iiic) is it was rightfully obtained communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was communicated by Disclosing Party; (d) it has been entirely independently developed by the Receiving Party from a third party without breach use of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice reference to the Disclosing Party’s CI; (e) it was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence; or (f) it is information provided by any LinkedIn Member to LinkedIn while utilizing LinkedIn’s services (i.e., pursuant to the User Agreement). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedyNotwithstanding the above, and therefore that upon any such disclosure by the Receiving Party may disclose the Disclosing Party’s CI, without violating this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that, the Receiving Party gives the Disclosing Party shall be entitled reasonable prior written notice of such disclosure and makes a reasonable effort to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, returnobtain, or make available to Customer all Customer Materials then assist the Disclosing Party in its possession. Upon request by Customer within thirty (30) days after any expiration obtaining, a protective order preventing or termination of limiting the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through disclosure and/or requiring that the Services on a limited basis solely CI so disclosed be used only for the purposes of data retrieval for which the law or will reasonably assist Customer with such retrieval. After such thirty (30) day periodregulation required, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsfor which the order was issued.
Appears in 4 contracts
Samples: Corporate Subscription Agreement, Corporate Subscription Agreement, Corporate Subscription Agreement
Confidential Information. Each party agrees recognizes and acknowledges that it shall maintain all codedata, inventionsinformation, know-howdisclosures, businessdocuments, drawings, specifications, patterns, calculations, technical information and financial information it obtains other documents (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (collectively, “Confidential Information”)) obtained from the other party in strict confidence. However, provided that it is identified as confidential nothing hereinabove contained shall deprive the party receiving the Confidential Information of the right to use or disclose any information: (a) which is, at the time of disclosure disclosure, known to the trade or should be reasonably public; (b) which becomes at a later date known to the trade or the public through no fault of the party receiving the Confidential Information and then only after said later date; (c) which is possessed by the Receiving Party party receiving the Confidential Information, as evidenced by such party’s written records, before receipt thereof from the party disclosing the Confidential Information; (d) which is disclosed to be the party receiving the Confidential Information due in good faith by a third party who has an independent right to such information; (e) which is developed by the nature of party receiving the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized hereinevidenced by documentation, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt independently of the Confidential Information; or, (iif) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) which is required to be disclosed by the party receiving the Confidential Information pursuant to an order of a court of competent jurisdiction or other governmental agency having the regulationpower to order such disclosure, law, or court order (but only provided that the party receiving the Confidential Information uses its best efforts to the minimum extent required to comply with such regulation or order and with advance provide timely notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of party disclosing the Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedyof such order to permit such party an opportunity to contest such order. In the event that Seller owns copyrights to, patents to or has filed patent applications on, any technology related to the Equipment, Parts, Services or Rental furnished by Seller hereunder, and therefore that upon if Seller makes any improvements on such disclosure by the Receiving Party the Disclosing Party technology, then Seller shall be entitled to seek appropriate equitable relief in addition to whatever own all such improvements, including drawings, specifications, patterns, calculations, technical information and other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsdocuments.
Appears in 4 contracts
Samples: Purchase Agreement (Ranger Energy Services, Inc.), Purchase Agreement (Ranger Energy Services, Inc.), Purchase Agreement (Ranger Energy Services, Inc.)
Confidential Information. Each of the parties recognizes that the Confidential Information of each other party constitutes highly valuable and proprietary confidential information. Each party agrees that it will keep confidential, and will cause its employees, consultants, designees and affiliates to keep confidential, all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without the other parties during the term of this Agreement and for a period of ten (10) years thereafter. Each party shall use Confidential Information of the other parties only to conduct its business. Each party will disclose Confidential Information of another party only to its employees, consultants, designees and affiliates on a “need-to-know” basis. Such disclosures shall only be made to the extent any marking or future designation. Except as expressly authorized herein, such persons receiving the Receiving Party will hold in confidence other party’s Confidential Information are bound by written confidentiality obligations to maintain the confidentiality thereof and not to use or such Confidential Information except as permitted by this Agreement. Without limiting the foregoing, each party may disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required such disclosure is reasonably necessary to comply with applicable laws, regulations or court orders. Each party shall take such regulation or order and with advance notice action to preserve the Disclosing Party). The Receiving Party acknowledges that disclosure confidentiality of the other parties’ Confidential Information as it would cause substantial harm for which damages alone may customarily take to preserve the confidentiality of its own Confidential Information, using, in all such circumstances, not be a sufficient remedyless than reasonable care. Each party, and therefore that upon any the request of the other party but subject to such disclosure requested party’s rights under Section 7.3 will return all the Confidential Information disclosed or transferred to it by the Receiving Party other party pursuant to this Agreement within sixty (60) days of such request or, if earlier, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement. Each party, if Xxxxxx is in possession as receiving party, will comply with any and all third party restrictions placed on the disclosing party of any Customer Materials, Xxxxxx shall delete, return, which it was made aware by the disclosing party with respect to the use or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination disclosure of Confidential Information of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsdisclosing party.
Appears in 4 contracts
Samples: Technology and Services Exchange Agreement (Hyperfine, Inc.), Technology and Services Exchange Agreement (HealthCor Catalio Acquisition Corp.), Technology and Services Exchange Agreement (HighCape Capital Acquisition Corp.)
Confidential Information. Each The Procuring Entity and the Supplier shall keep confidential and shall not, without the written consent of the other party agrees that all codehereto, inventionsdivulge to any third party any documents, knowdata, or other information furnished directly or indirectly by the other party hereto in connection with the Contract, whether such information has been furnished prior to, during or following completion or termination of the Contract. Notwithstanding the above, the Supplier may furnish to its Sub-howSupplier such documents, businessdata, technical and financial other information it obtains (“Receiving Party”) receives from the disclosing party (“Disclosing Party”) constitutes Procuring Entity to the confidential extent required for the Sub Supplier to perform its work under the Contract, in which event the Supplier shall obtain from such Sub Supplier undertaking of confidentiality similar to that imposed on the Supplier under GCC Clause 20. The Procuring Entity shall not use such documents, data, and other information received from the Supplier for any purposes unrelated to the contract. Similarly, the Supplier shall not use such documents, data, and other information received from the Procuring Entity for any purpose other than the performance of the Disclosing Party (“Confidential Information”)Contract. The obligation of a party under GCC Sub-Clauses 20.1 and 20.2 above, provided however, shall not apply to information that: the Procuring Entity or Supplier need to share with other arms of Government or other bodies participating in the financing of the Contract; such parties shall de disclosed in the SCC; now or hereafter enters the public domain through no fault of that it is identified as confidential party; can be proven to have been possessed by that party at the time of disclosure and which was not previously obtained, directly or should be reasonably known by indirectly, from the Receiving Party other party; or otherwise lawfully becomes available to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party that party from a third party without breach that has no obligation of confidentiality. The above provisions of GCC Clause 20 shall not in any confidentiality obligation; (iv) is independently developed way modify any undertaking of confidentiality given by employees either of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant parties hereto prior to the regulation, law, date of the Contract in respect of the Supply or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party)any part thereof. The Receiving Party acknowledges that disclosure provisions of Confidential Information would cause substantial harm GCC Clause 20 shall survive completion or termination, for which damages alone may not be a sufficient remedywhatever reason, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsContract.
Appears in 4 contracts
Samples: nmckenya.go.ke, kpa.co.ke, www.kpa.co.ke
Confidential Information. Each party agrees that all code, inventions, All technology and know-how, business, technical and financial information it obtains how disclosed by one party (the “Disclosing Party”) to another party (the “Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party hereunder (“Confidential Information”)) shall be used solely and exclusively by Receiving Party in a manner consistent with the licenses granted hereunder and the purposes of this Agreement as stated in the preamble and recitals hereto; maintained in confidence by the Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the Disclosing Party, provided except to the extent that it the Receiving Party can demonstrate by competent written evidence that such information: (a) is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to without obligations of confidentiality at the nature time of its receipt and, not through a prior disclosure by the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesDisclosing Party, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided as documented by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential InformationParty’s business records; (iib) is or has become in the public knowledge through no fault domain other than as a result of any breach of this Agreement by the Receiving Party; (iiic) is rightfully obtained subsequently disclosed to the Receiving Party on a non-confidential basis by a third party who may lawfully do so; or (d) is independently discovered or developed by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure use of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedyprovided by the Disclosing Party and, and therefore that upon any such disclosure in the case of MPP as the Receiving Party, other than in connection with the MPP License Agreement, as documented by the Receiving Party Party’s business records. Notwithstanding the Disclosing Party foregoing, none of the technology and know-how disclosed by Gilead through MPP under this Agreement shall be entitled considered MPP’s Confidential Information. Instead, all technology and know-how disclosed by Gilead through MPP hereunder shall be deemed to seek appropriate equitable relief be Gilead’s Confidential Information rather than MPP’s Confidential Information. Where any technology and know-how was originally disclosed by Licensee to MPP and, in addition turn, disclosed by MPP to whatever other remedies it might have at lawGilead, such technology and know-how shall be deemed to be Licensee’s Confidential Information. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within Within thirty (30) days after any expiration or termination of this Agreement, Receiving Party shall destroy (and certify to the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through Disclosing Party such destruction) or return all Confidential Information provided by the Services on a limited basis Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. The confidentiality obligations under this Agreement shall survive this Agreement for a period of five (5) years. To the purposes of data retrieval extent Gilead receives any Confidential Information from Licensee relating to EVG, EVG Product, EVG Combination Product or will reasonably assist Customer with such retrieval. After such thirty (30) day periodQuad Product, Xxxxxx Gilead will have no obligation the right to maintain or provide any Customer Materials anddisclose such Confidential Information to Japan Tobacco, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsprovided such disclosure remains subject to the obligations of confidentiality and non-disclosure set forth in the Japan Tobacco Agreement.
Appears in 4 contracts
Samples: License Agreement, License Agreement, ghiaa.org
Confidential Information. Each Any party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes receiving Confidential Information shall maintain the confidential information and proprietary status of the Disclosing Party (“such Confidential Information”, keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement, use all commercially reasonable efforts to prevent the disclosure of any Confidential Information to any other Person, and use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized herein; PROVIDED, HOWEVER, that such restriction shall not apply to any Confidential Information that is (a) independently developed by the receiving party outside the scope of this Agreement or the Development Agreement (PROVIDED, HOWEVER, that such restriction shall apply to any technology licensed by DURA, DDSI or Xxxxxx Corp. to Xxxxxx Corp. II under this Agreement), provided that it is identified as confidential (b) in the public domain at the time of disclosure its receipt or should be reasonably known by the Receiving Party to be Confidential Information due to the nature thereafter becomes part of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge domain through no fault of the Receiving Party; receiving party, (iiic) is rightfully obtained by the Receiving Party received without an obligation of confidentiality from a third party without breach having the right to disclose such information, (d) released from the restrictions of any confidentiality obligation; (iv) is independently developed this Section 4.3 by employees the express written consent of the Receiving Party who had no access disclosing party, (e) disclosed to any permitted assignee, permitted sublicensee or permitted subcontractor of DURA, DDSI, Xxxxxx Corp. or Xxxxxx Corp. II under the Agreements (if such information; assignee, sublicensee or subcontractor is subject to the provisions of this Section 4.3 or substantially similar provisions) or (vf) is required by law, statute, rule or court order to be disclosed pursuant (the disclosing party shall, however, use commercially reasonable efforts to the regulation, law, or court order (but only to the minimum extent required to comply with obtain confidential treatment of any such regulation or order and with advance notice to the Disclosing Partydisclosure). The Receiving Party acknowledges that disclosure obligations set forth in this Section 4.3 shall survive for a period of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by ten (10) years from the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination (other than by exercise) of the applicable Order FormPurchase Option. Without limiting the generality of the foregoing, DURA, DDSI, Xxxxxx will either make Customer Materials available Corp. and Xxxxxx Corp. II each shall use commercially reasonable efforts to Customer through obtain, if not already in place, confidentiality agreements from their respective employees and agents, similar in scope to this Section 4.3, to protect the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsConfidential Information.
Appears in 4 contracts
Samples: Technology License Agreement (Dura Pharmaceuticals Inc/Ca), Technology License Agreement (Dura Pharmaceuticals Inc/Ca), Technology License Agreement (Spiros Development Corp Ii Inc)
Confidential Information. Each party agrees recognizes that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from during the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration term of this Agreement, if Xxxxxx its directors, officers, employees and authorized representatives such as attorneys and accountants, may obtain knowledge or trade secrets, customer lists, membership lists and other confidential information or the other party which is valuable, proprietary, special or unique to the continued business of that party, which information is initially delivered in possession of any Customer Materials, Xxxxxx shall delete, return, written form including electronic form or make available to Customer all Customer Materials then is summarized and delivered in its possession. Upon request by Customer writing within thirty (30) days after initial delivery in non-written form, and which writing is marked "Confidential" or in a similar nature to indicate its nonpublic and proprietary nature ("Confidential information. However, Confidential Information does not include information that is or (i) becomes available to the general public other than through a breach by the recipient party, (ii) already known to the recipient party as or the time of communication to the recipient party, (iii) developed by the recipient party independently or and without reference to information communicated by the other party, or (iv) rightfully received by the recipient party from a third party which third party is not under a legal duty of confidentiality with respect to such information. Accordingly, each party as a recipient of the other's Confidential Information agrees to hold the Confidential Information of the communicating party and the terms and conditions of this Agreement in confidence and to use diligent efforts to ensure that the communicating party's Confidential Information the terms hereof are held in confidence by it officers, directors, employees, representatives and others over whom it exercises control Upon discovering any unauthorized disclosure of the communicating party's Confidential Information or the terms or this Agreement, the recipient will use diligent efforts to recover such information and to prevent its further disclosure to additional third parties. In addition, the recipient party will promptly notify the communicating party in writing of any such unauthorized disclosure of the communicating party's Confidential Information. The parties' obligations under this paragraph will survive for a period or three (3) years following the expiration or earlier termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthis Agreement.
Appears in 4 contracts
Samples: Systems and Marketing Agreement (E Loan Inc), Systems and Marketing Agreement (E Loan Inc), Systems and Marketing Agreement (E Loan Inc)
Confidential Information. Each party (a "Receiving Party") agrees that all codeall, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“"Disclosing Party”") constitutes constitute the confidential information property of the Disclosing Party (“"Confidential Information”"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services Any MaestroQA Technology, performance information relating to any Services, and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall the terms and conditions of this Agreement will be deemed Confidential Information of Xxxxxx MaestroQA without any marking or future further designation. Except as expressly authorized herein, the Receiving Party will (a) hold in confidence and not use or disclose any Confidential InformationInformation to third parties other than as set forth in this Agreement and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, Contractors and other representatives having a legitimate need to know (including, for MaestroQA, the third party service providers referenced in Section 3.1 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Article 13 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Article 13. The Receiving Party’s nondisclosure obligation shall 's confidentiality obligations will not apply to information which that the Receiving Party can document: (ia) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iib) is or has become public knowledge through no fault of the Receiving Party; (iiic) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (ivd) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant . The Receiving Party may make disclosures to the regulationextent required by law or court order, provided, to the extent not prohibited by applicable law, or court order (but only the Receiving Party notifies the Disclosing Party in advance and cooperates, to the minimum extent required commercially reasonable, in any effort to comply with such regulation or order and with advance notice to the Disclosing Party)obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall will be entitled to seek appropriate equitable relief without the requirement of posting a bond in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.
Appears in 4 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
Confidential Information. Each Confidential Information" means any and all information which is of a confidential, proprietary or trade secret nature that is furnished or disclosed by one party agrees that all codeto the other party under this Agreement and which is marked, inventionsor if disclosed orally identified contemporaneously with disclosure, know-howas "Confidential", business"Proprietary", technical and financial information it obtains (“Receiving Party”) from "Trade Secret" or in some other manner to indicate its confidential, proprietary or trade secret nature. Without limiting the disclosing party (“Disclosing Party”) constitutes the confidential information generality of the Disclosing Party (“Confidential Information”)foregoing, provided that it is identified as confidential at the time specific business terms of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) this Agreement shall be deemed to be the Confidential Information of Xxxxxx without both parties and all Source Materials for HyperSpace Products shall be deemed to be the Confidential Information of HyperSpace. Each party's Confidential Information will remain the property of such party and the other party will not be deemed by virtue of this Agreement or any marking access to such party's Confidential Information to have acquired any right or future designation. Except as expressly authorized herein, the Receiving Party will hold interest in confidence and not use or disclose to any such Confidential Information. The Receiving Party’s nondisclosure obligation Each party shall, and shall cause its employees and agents to strictly maintain the confidentiality of the Confidential Information of the other party and not apply disclose, disseminate or otherwise give such Confidential Information to information which any other person, firm, organization or third party, except for an employee or agent of such party who has a reasonable need to obtain access thereto in connection with the Receiving Party can documentperformance of such party's obligations under this Agreement and who has agreed in writing to not disclose, and not to use for any other purpose, such Confidential Information. Notwithstanding the foregoing, neither party shall be subject to the obligations of confidentiality set forth herein with respect to Confidential Information of the other party that: (i) was rightfully in its possession is or becomes publicly known to it prior to receipt without violation by such party of the Confidential Informationthis Agreement; (ii) is or has become public knowledge through no fault already known to such party without restrictions at the time of its disclosure by the Receiving Partyother party, as evidenced by the written records of such party; (iii) is rightfully obtained after its disclosure by the Receiving Party from other party is made known to such party without restrictions by a third party without breach of any confidentiality obligationhaving the right to do so; (iv) is independently developed by employees such party without reference to the Confidential Information of the Receiving Party who had no access to such informationother party; or (v) is legally required to be disclosed by such party pursuant to a judicial order from a court of competent jurisdiction (provided that such party promptly informs the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination party of the applicable Order Form, Xxxxxx will either make Customer Materials available requirement and affords the other party a reasonable opportunity to Customer through contest the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsrequired disclosure).
Appears in 4 contracts
Samples: Software License Agreement (HyperSpace Communications, Inc.), Software License (HyperSpace Communications, Inc.), Software License Agreement (HyperSpace Communications, Inc.)
Confidential Information. Each Except for those disclosures and/or uses expressly permitted under this Agreement and the accompanying exhibits hereto (including, without limitation, Manager’s right to use the Technology Systems at Other Manager Properties as described herein), Owner and Manager agree that any confidential, non-public or proprietary information in any form or media (including oral, written, computerized or electronic) received, shared or made available by the other Party during the performance of this Agreement, regarding Manager, on the one hand, and Owner, on the other hand, whether or not marked or identified as confidential, or similar information provided to a Party by a third party agrees that all code, inventions, know-how, business, technical and financial information it obtains with an obligation of confidentiality (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should will be reasonably known treated by the other Party (the “Receiving Party”) in full confidence and will not be (a) used for any purpose other than to perform hereunder or (b) disclosed, provided or made available to any other Persons, other than (x) a Party’s employees and attorneys (and, subject to reasonable confidentiality agreements to be provided upon request, contractors), on a “need to know” basis for a Party to be Confidential Information due perform hereunder or (y) to the nature of the information disclosed Owner’s lenders and the circumstances surrounding the disclosureother financing sources. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any “Confidential Information. The Receiving Party’s nondisclosure obligation shall ” will not apply to include any information which the Receiving Party can document: that (i) was rightfully in its possession or known to it prior to receipt of the is independently developed by a Party without reliance on Confidential Information; (ii) is acquired by a Party from another legitimate source; (iii) is disclosed by a disclosing Party to another person without a further obligation of confidentiality; (iv) becomes generally known to the industry or has become public knowledge through no fault of the Receiving disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed to enforce a Party’s rights under this Agreement; or (vi) is required to be disclosed pursuant to the regulationany Legal Requirement, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The provided that any Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedysubject to such Legal Requirement (including interrogatories, document requests, subpoenas, civil investigative demands or similar processes) shall promptly notify the other Party and therefore that upon cooperate with any attempt by such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at lawa protective order. Upon This provision shall survive the termination or expiration of this Agreement, if Xxxxxx is in possession Agreement for a period of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty two (302) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsyears.
Appears in 4 contracts
Samples: Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC)
Confidential Information. 9.1. Each party (as “Receiving Party”) agrees that all code, Customer Data, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes constitute the confidential information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services Service, pricing information, any Sysdig technology, performance information relating to the Service, and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) the terms and conditions of this Agreement shall be deemed Confidential Information of Xxxxxx Sysdig without any marking or future further designation. Except as expressly authorized herein, the Receiving Party will shall (1) hold in confidence and not use or disclose any Confidential InformationInformation to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 9 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 9. The Receiving Party’s nondisclosure obligation confidentiality obligations shall not apply to information which that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.;
Appears in 3 contracts
Samples: Saas Subscription Agreement, Saas Subscription Agreement, Saas Subscription Agreement
Confidential Information. Each Information that is transmitted by one party agrees that all codeto ------------------------ the other hereunder and, inventionsif in written form, know-how, business, technical and financial information it obtains (“Receiving Party”) from is marked "confidential" or with a similar legend by the disclosing party (“Disclosing Party”) constitutes before being furnished to the confidential information of the Disclosing Party (“Confidential Information”)other, provided that it or if disclosed orally or visually is identified as confidential at the time of such prior to disclosure or should be reasonably known and summarized, in writing, by the Receiving Party to be Confidential Information due disclosing party to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third receiving party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after shall be deemed to be Confidential Information of the disclosing party for purposes of this Agreement. Except as expressly permitted pursuant to this Agreement, each of the parties expressly undertakes to retain in confidence and not to disclose to any third party any such Confidential Information received from the other party hereunder;, provided however that Reseller may disclose Licensor Confidential Information to 3Com Corporation, wholly-owned subsidiaries of 3Com Corporation and the employees and contractors of Reseller, 3Com Corporation and such subsidiaries on a need-to-know basis provided such recipients have entered into agreements sufficient to enable Reseller to comply with this Section 2.4. Each of the parties further agrees to make no use of such Confidential Information except as contemplated by this Agreement. The obligations of confidentiality and restricted use set forth in this Section 2.4 shall survive the expiration or any earlier termination of this Agreement for a period of five (5) years. The Confidential Information of a party shall not include and the applicable Order Formforegoing obligation shall not apply to data or information which is: (a) now or hereafter, Xxxxxx will either make Customer Materials available through no unauthorized act or failure to Customer through act on the Services receiving party's part, in the public domain; (b) known to the receiving party without an obligation of confidentiality at the time the receiving party receives the same from the disclosing party, as evidenced by written records; (c) hereafter furnished to the receiving party by a third party lawfully and without restriction on disclosure; (d) furnished to others by the disclosing party without restriction on disclosure; or (e) independently developed by the receiving party without use of the disclosing party's Confidential Information. Nothing in this Agreement shall prevent the receiving party from disclosing Confidential Information to the extent the receiving party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the receiving party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the disclosing party in writing of the agency's order or request to disclose the disclosing party's Confidential Information; and (iii) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a limited basis solely for protective order narrowing the purposes scope of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthe compelled disclosure and protecting its confidentiality.
Appears in 3 contracts
Samples: Agreement (Avantgo Inc), Agreement (Avantgo Inc), Agreement (Avantgo Inc)
Confidential Information. Each party agrees that all code, inventionsAll technology, know-how, businessbusiness information, technical and financial quarterly reports or any other confidential information it obtains disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party hereunder (“Confidential Information”)) shall be used solely and exclusively by Receiving Party in a manner consistent with the rights granted hereunder and the purposes of this Agreement as stated in the preamble and recitals hereto; maintained in confidence by the Receiving Party; and shall not be disclosed to any non- party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the Disclosing Party, provided except to the extent that it the Receiving Party can demonstrate by competent written evidence that such information: (a) is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to without obligations of confidentiality at the nature time of its receipt and, not through a prior disclosure by the information disclosed and Disclosing Party, as documented by the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationbusiness records; (iib) is or has become in the public knowledge through no fault domain other than as a result of any breach of this Agreement by the Receiving Party; (iiic) is rightfully obtained subsequently disclosed to the Receiving Party on a non- confidential basis by a third party who may lawfully do so; or (d) is independently discovered or developed by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure use of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure provided by the Disclosing Party as documented by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at lawParty’s business records. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) Within 30 days after any expiration or termination of this Agreement, Receiving Party shall destroy (and certify to the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through Disclosing Party such destruction) or return all Confidential Information provided by the Services on a limited basis Disclosing Party except as otherwise set forth in this Agreement. One copy of the Confidential Information may be retained in the Receiving Party’s files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. The confidentiality obligations under this Agreement shall survive this Agreement for a period of five (5) years. The Receiving Party may disclose Confidential Information belonging to the purposes other Party to AbbVie to the extent such is reasonably necessary in connection with the performance of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthe this Agreement.
Appears in 3 contracts
Samples: License Agreement, License Agreement, License Agreement
Confidential Information. Each party agrees During the term of this Agreement, a Party (the “Receiving Party”) may receive or have access to certain information of the other Party (the “Disclosing Party”) that all codeis Confidential Information of the Disclosing Party. For purposes of this Agreement, inventions“Confidential Information” shall mean any information disclosed by the Disclosing Party to the Receiving Party, whether technology-related or business-related, whether furnished before or after the Effective Date and irrespective of the form of communication, that is considered competitive, confidential or proprietary in nature including, though not limited to, information or data concerning the Disclosing Party’s products or product plans, business operations, strategies, customers and related business information, design documents, drawings, engineering information, financial analysis, forecasts, formulae, hardware configuration information, know-how, businessideas, technical inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code and financial information it obtains (“trade secrets. The Receiving Party”) from Party will protect the disclosing party (“Disclosing Party”) constitutes confidentiality of Confidential Information with the confidential information same degree of the Disclosing Party (“Confidential Information”), provided that it is identified care as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be uses for its own similar information, but no less than a reasonable degree of care. Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided may only be used by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by those employees of the Receiving Party who had no access have a need to know such information; or (v) is required information for the purposes related to be disclosed pursuant to this Agreement, and the regulation, law, or court order (but only to Receiving Party shall inform such employees of the minimum extent required to comply with confidential nature of such regulation or order Confidential Information and with advance notice to the Disclosing Party)obligations of the Receiving Party hereunder. The Receiving Party acknowledges that disclosure agrees to be responsible for any breach of this Agreement by it or its employees to the same extent as though such employees were parties hereto. Without limiting the foregoing, CHI may disclose such Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition third party manufacturers pursuant to whatever other remedies it might have at law. Upon termination or expiration Section 3(c) of this Agreement. If Distributor exercises its rights to have the Products manufactured by a third party manufacturer under Section 3(i), if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available Distributor may disclose such Confidential Information to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available manufacturer subject to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer confidentiality agreement regarding such Confidential Information with such retrievalmanufacturer. After such thirty (30) day period, Xxxxxx will have no obligation The parties acknowledge that all forecasts and the terms of this Agreement are deemed Confidential Information to maintain or provide any Customer Materials and, unless legally prohibited, may delete be protected for a term of three years from the date of disclosure and that all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsother Confidential Information shall be protected indefinitely.
Appears in 3 contracts
Samples: Development, Supply and Distribution Agreement (Cambridge Heart Inc), Development, Supply and Distribution Agreement (Cambridge Heart Inc), Development, Supply and Distribution Agreement (Cambridge Heart Inc)
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Parties recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information”)Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, provided each of the Parties covenants and agrees with PubCo that it is identified as confidential will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the time prior written consent of disclosure PubCo, directly or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesindirectly, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or Information known to it prior to receipt of any third party, unless (a) such information becomes known to the Confidential Information; (ii) is or has become public knowledge through no fault of such Party, (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the Receiving Party; sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (iiic) is rightfully obtained by such information was available or becomes available to such Party before, on or after the Receiving Party Effective Date, without restriction, from a third party source (other than PubCo) without any breach of any confidentiality obligation; duty to PubCo or (ivd) is such information was independently developed by employees such Party or its Representatives without the use of Confidential Information. Notwithstanding the Receiving foregoing, nothing in this Investor Rights Agreement shall prohibit any Party who had no access from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Person shall be bound by an obligation of confidentiality with respect to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration responsible for any breach of this AgreementSection 4.14 by any such Person. No Confidential Information shall be deemed to be provided to any Person, if Xxxxxx is in possession including any Affiliate of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials andParty, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialssuch Confidential Information is actually provided to such Person.
Appears in 3 contracts
Samples: Investor Rights Agreement (Appreciate Holdings, Inc.), Investor Rights Agreement (Spree Acquisition Corp. 1 LTD), Investor Rights Agreement (Proptech Investment Corp. Ii)
Confidential Information. Each party agrees that all codeFor purposes of this Agreement, inventions, know-how, business, technical “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and financial information it obtains (collectively the “Receiving PartyParties”) from or their respective affiliates provided to the disclosing other party (“Disclosing Party”) constitutes during the term of this Agreement, including, but not limited to confidential customer lists, information relating to customer accounts, and other proprietary and confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure related to a Party’s business or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other softwarecustomers, or other documentation provided owned by Xxxxxx (a Party’s customers; provided, however, that nothing in this paragraph or its agents) otherwise shall be deemed Confidential Information of Xxxxxx to prohibit or restrict either Party or their affiliates in any way from soliciting any product or service directed at, without any marking or future designation. Except as expressly authorized hereinlimitation, the Receiving Party will hold in confidence and general public, any segment thereof or any specific individual provided such solicitation is not use or disclose based upon any Confidential such Proprietary Information. The Receiving Party’s nondisclosure obligation term “Proprietary Information” shall not apply to information which the Receiving Party can document: include (i) was rightfully information lawfully in the possession of a Party or its possession or known to it affiliates prior to its receipt from the other Party and without obligation of the Confidential Informationconfidentiality; (ii) is or has become public knowledge through no information which, without any fault of the Receiving other Party, is or becomes available in the public domain; (iii) is rightfully obtained information subsequently disclosed on a non-confidential basis by the Receiving Party from a third party without breach of any confidentiality obligationnot known by the disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; (iv) information that is independently developed by employees of the Receiving Party who had no access to such informationa Party; or (v) is information communicated with the express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process. Neither Party gains any ownership of the regulation, law, or court order (but only other Party’s Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the minimum extent required to comply with such regulation or order and with advance notice to other Party shall at all times remain the Disclosing sole property of the other Party). The Receiving Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party shall hold the Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party. Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the laws and regulations of the Commonwealth of Massachusetts. The provisions found in this Section on Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after will survive any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsAgreement.
Appears in 3 contracts
Samples: Participation Agreement (Separate Account Va Cc), Ml of New York Variable Annuity Separate Account D, Ml of New York Variable Annuity Separate Account D
Confidential Information. Each Confidential Information shall mean any confidential and/or proprietary information provided by Georgia Power or Generator ("Disclosing Party") to the other party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“"Receiving Party”") from the disclosing party (“Disclosing Party”) constitutes the confidential information and which is clearly marked or otherwise designated as "CONFIDENTIAL." For purposes of the Disclosing Party (“Confidential Information”)this Agreement, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed all design, operating specifications and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation metering data provided by Xxxxxx (or its agents) Generator shall be deemed Confidential Information confidential regardless of Xxxxxx without any marking whether it is clearly marked or future designationotherwise designated as such. Except as expressly authorized otherwise provided herein, the Receiving each Party will shall hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply disclose Confidential Information to any person (except employees, officers, representatives and agents that agree to be bound by this Section 17 or FERC's Standards of Conduct). Confidential Information shall not include information which that the Receiving Party can documentdemonstrate: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iia) is or has become generally available to the public knowledge through no fault other than as a result of a disclosure by the Receiving Party; (iiib) is rightfully obtained was in the lawful possession of the Receiving Party on a non-confidential basis before receiving it from the Disclosing Party; (c) was supplied to the Receiving Party without restriction by a third party, who, to the knowledge of the Receiving Party, was under no obligation to the Disclosing Party to keep such information confidential; (d) was independently developed by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees reference to Confidential Information of the Receiving Party who had no access to such informationDisclosing Party; or (ve) is required to be was disclosed pursuant to with the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to prior written approval of the Disclosing Party). The Receiving Party acknowledges that disclosure of Georgia Power, or its agent acting as Transmission Provider under the Tariff, may release or disclose certain Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party of the Disclosing Party to other Transmission Providers, SERC, or NERC if necessary or appropriate in connection with its role as Transmission Provider. If a court, government agency or entity with the right, power, and authority to do so, requests or requires either Party, by subpoena, oral deposition, interrogatories, requests for production of documents, administrative order, or otherwise, to disclose Confidential Information, that Party shall be entitled to provide the other Party with prompt notice of such request(s) or requirement(s) so that the other Party may seek an appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination protective order or expiration waive compliance with the terms of this Agreement. In the absence of a protective order or waiver the Party shall disclose such Confidential Information which, if Xxxxxx in the opinion of its counsel, the Party is in possession of legally compelled to disclose. Each Party will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsConfidential Information so furnished.
Appears in 3 contracts
Samples: Interconnection Agreement (Southern Power Co), Interconnection Agreement (Southern Power Co), Interconnection Agreement (Southern Power Co)
Confidential Information. NETdepot and Customer acknowledge that proprietary and confidential information (including without limitation trade secrets) (collectively "Confidential Information") of each party may be disclosed to the other party throughout the term of this Agreement. Pursuant to the terms of the parties’ Mutual Non- Disclosure Agreement (“NDA”), and in the event that a Non-Disclosure Agreement has not been executed between the parties, both parties agree that they have a duty to maintain the confidentiality of all matters related to the dealings between Customer and NETdepot. Each party agrees that all codeto not reverse engineer, inventionsdecompile, know-howdisclose to any third party, businessor to use for any purpose not strictly required for such party's performance hereunder, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be such Confidential Information due except to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed extent that such Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can documentwas: (i) was rightfully in its possession made publicly available by the owner of the Confidential Information or known lawfully disclosed by a non-party to it prior to receipt this Agreement; (ii) lawfully obtained from any source other than the owner of the Confidential Information; (iiiii) is or has become public knowledge through no fault independently developed by personnel of the Receiving Partyreceiving party to whom Confidential Information had not been previously disclosed and not based on or derived from such Confidential Information; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant previously known to the regulation, law, or court order (but only receiving party without an obligation to keep it confidential. Anything to the minimum extent required contrary herein notwithstanding, NETdepot may disclose such information as necessary to comply perform the Services to NETdepot’s successors or assigns, subsidiaries, Affiliates, officers, directors, employees, agents, independent contractors, licensees, licensors and suppliers which have signed and are bound by a suitable non- disclosure agreement with such regulation or NETdepot in order and with advance notice to the Disclosing Party)for NETdepot. The Receiving Party acknowledges that disclosure obligations set forth in this Section 9 shall survive the termination of this Agreement for any reason whatsoever for a period of three (3) years; provided, however, that, with respect to Confidential Information would cause substantial harm for which damages alone may not be constitutes a sufficient remedytrade secret, and therefore that upon any such disclosure by the Receiving Party obligations set forth in this Section 9 shall survive the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of Agreement for any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the reason whatsoever for so long as such Confidential Information constitutes a trade secret under applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialslaw.
Appears in 3 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains The parties (each a “Receiving Party”) from acknowledge that each has been informed that it is the disclosing policy of the other party (each a “Disclosing Party”) constitutes to maintain as secret and confidential all information relating to the confidential business, products, services, costs, marketing, information pertaining to both on-site and online students’ admissions, performance, and post-graduation outcomes (as set forth in Section 2 above) as well as all information (including, but not limited to, academic as well as personal contact and financial information) pertaining to all faculty, staff, on-site students, on-line students, Districts, and Mentors, and future plans of a Disclosing Party, except such information as becomes publicly known other than through the action of the Disclosing Receiving Party (all such information is referred to in this Agreement as “Confidential Information”), provided and further acknowledges that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be such Confidential Information due is of great value to the nature of the information disclosed and the circumstances surrounding the disclosurea Disclosing Party. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) terms of this Agreement shall be deemed Confidential Information included in the definition of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The parties recognize that in negotiating and carrying out the terms of this Agreement, each Receiving Party has and will acquire Confidential Information as aforesaid. Each Receiving Party confirms that it is reasonably necessary to protect each Disclosing Party’s nondisclosure obligation Confidential Information and associated goodwill, and accordingly: Each Receiving Party shall not apply to information which directly or indirectly (except where authorized by the Receiving Disclosing Party can document: (i) was rightfully in its possession or known to it prior to receipt writing for the benefit of the Confidential Information; (ii) is Disclosing Party), for or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees on behalf of the Receiving Party who had no access or any Person for any reason, divulge any of the Disclosing Party’s Confidential Information to such information; or any Person other than the Disclosing Party (v) is hereinafter referred to collectively as a “Third Party”), except as required to be disclosed pursuant to the regulation, by law, or court order (but in which case, when possible, only to the minimum extent required to comply with such regulation or order and with advance after providing prior notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would , or use or cause substantial harm for which damages alone may not be a sufficient remedyto authorize any Third Parties to use, and therefore that upon any such disclosure Confidential Information, or any other information regarded as confidential and valuable by the Disclosing Party that the Receiving Party knows or should know is regarded as confidential and valuable by the Disclosing Party shall be entitled (whether or not any of the foregoing information is actually novel or unique or is actually known to seek appropriate equitable relief in addition to whatever other remedies it might have at lawothers and whether or not the Confidential Information is labeled as confidential). Upon termination or expiration of this AgreementEach Receiving Party shall, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any upon the expiration or termination of this Agreement for any reason, forthwith deliver up to the applicable Order FormDisclosing Party, Xxxxxx will either make Customer Materials available or destroy or delete, any and all documents and materials, or copies thereof, in electronic format or otherwise, in Receiving Party’s possession or under its control that relate to Customer through any Confidential Information or that are otherwise the Services on a limited basis solely property of the Disclosing Party, provided that the Receiving Party may maintain one copy of records containing Confidential Information for the archival purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsonly.
Appears in 3 contracts
Samples: Services Agreement, Services Agreement (2U, Inc.), Services Agreement (2U, Inc.)
Confidential Information. Each From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party agrees confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that all codeis marked, inventionsdesignated, know-howor otherwise identified as "confidential" (collectively, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“"Confidential Information”"). Confidential Information does not include information that, provided that it is identified as confidential at the time of disclosure or should be reasonably is: (a) in the public domain; (b) known by the Receiving Party to be Confidential Information due to the nature receiving Party at the time of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iic) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving receiving Party on a non-confidential basis from a third party without breach of any confidentiality obligationparty; or (ivd) is independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party who had no access making the disclosure pursuant to such informationthe order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (vii) is to establish a Party's rights under this Agreement, including to make required to be disclosed pursuant court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the regulationdisclosing Party all copies, lawwhether in written, electronic, or court order (but only other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the minimum extent required disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to comply with such regulation or order Confidential Information are effective as of the Effective Date and with advance notice will expire five years from the date first disclosed to the Disclosing receiving Party). The Receiving Party acknowledges that disclosure of ; provided, however, with respect to any Confidential Information would cause substantial harm for which damages alone may not be that constitutes a sufficient remedytrade secret (as determined under applicable law), and therefore that upon any such obligations of non-disclosure by will survive the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available Agreement for as long as such Confidential Information remains subject to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the trade secret protection under applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialslaw.
Appears in 3 contracts
Samples: Entire Agreement, Entire Agreement, Entire Agreement
Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes constitute the confidential information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesSoftware, upgrades, modifications, derivatives, specificationsDocumentation, technical guides, information and other software, code or other documentation data of any type provided by Xxxxxx Exasol (or its agents) shall be deemed trade secret and Confidential Information of Xxxxxx Exasol without any marking or future further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section. The Receiving Party’s nondisclosure non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is . In addition, Receiving Party may disclose Confidential Information if so required to be disclosed pursuant to the a regulation, law, law or court order (order, but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which to the Disclosing Party that could not be remedied by the payment of damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.
Appears in 3 contracts
Samples: General Terms And, General Terms And, General Terms and Conditions for Exasol
Confidential Information. Each party agrees that the following materials and information and all code, inventions, know-how, business, technical copies thereof of whatever nature are confidential and financial are the proprietary information it obtains (“Receiving Party”) from and trade secrets of the disclosing party: (i) the computer software and algorithms possessed by either party and all source documents relating to such software and algorithms; (ii) proprietary information of either party (“Disclosing Party”including, without limitation, the names and addresses of customers, Content providers, and suppliers), and information that either party does not generally make available to the public; (iii) constitutes the methods, means, personnel, equipment, and software by and with which Customer provides its products and services and by and with which Company provides the Company network and its other products and services; (iv) the terms of this Agreement; and (v) any other information that either party reasonably designates, by notice in writing delivered to the other party, as being confidential information of the Disclosing Party (“or proprietary Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized permitted herein, neither party shall use the Receiving Party will hold Confidential Information of the other party and each party shall keep the Confidential Information of the other party secret to the degree such party keeps secret its own confidential or proprietary information, and in confidence and not use or disclose any case using no less than reasonable care. Confidential Information. The Receiving Party’s nondisclosure obligation Information of the disclosing party shall not apply to be disclosed by the party who receives such information which the Receiving Party can documentexcept: (i) was rightfully to a party’s accountants, auditors, agents, legal counsel, and parent companies; provided, however, that such Parties agree to be bound by these confidentiality provisions; or (ii) as may be required by any legal process, court order, or governmental agency, in its possession or known to it which event the party making such disclosure shall so notify the other as promptly as practicable prior to receipt making such disclosure and shall seek confidential treatment of such information. No information that would otherwise be Confidential Information shall be subject to the restrictions on disclosure in the event and to the extent that: (i) such information is in, or becomes part of, the public domain otherwise than through the fault of the Confidential Informationreceiving party; (ii) is or has become public knowledge through no fault such information was known to the receiving party prior to the execution of the Receiving PartyAgreement as proven by the receiving party’s written records; (iii) is rightfully obtained such information was revealed to the receiving party by the Receiving Party from a third party without breach of any confidentiality obligationhaving no obligation to hold such information confidential; or (iv) such information is developed independently developed by employees of any of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of disclosing party’s Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party receiving party. This paragraph shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at lawand not supersede any separate confidentiality or non-disclosure Agreement executed by the Parties. Upon termination or expiration In the event of a conflict between this paragraph and any such Agreement, if Xxxxxx is in possession the provisions of any Customer Materials, Xxxxxx such Agreement shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsprevail.
Appears in 3 contracts
Samples: Scope of Agreement, Scope of Agreement, corkatdata.com
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes Any Party receiving Confidential Information shall maintain the confidential information and proprietary status of the Disclosing Party (“such Confidential Information”), provided keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that it is identified as confidential not specifically authorized by this Agreement, use commercially reasonable efforts to prevent the disclosure of any Confidential Information to any other Person, and use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, however, that such restriction shall not apply to any Confidential Information which is (a) independently developed by the receiving Party, (b) in the public domain at the time of disclosure its receipt or should be reasonably known by the Receiving Party to be Confidential Information due to the nature thereafter becomes part of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge domain through no fault of the Receiving receiving Party; , (iiic) is rightfully obtained by the Receiving Party received without an obligation of confidentiality from a third party without breach having the right to disclose such information, (d) released from the restrictions of any confidentiality obligation; (iv) is independently developed this Section 3.5 by employees the express written consent of the Receiving Party who had no access disclosing Party, (e) disclosed to any assignee, sublicensee or subcontractor of either Licensor or Licensee hereunder (if such information; assignee, sublicense or subcontractor is subject to the provisions of this Section 3.5 or comparable provisions of such other documents), or (vf) is required by law, statute, rule or court order to be disclosed pursuant (the disclosing party shall, however, use commercially reasonable efforts to the regulation, law, or court order (but only to the minimum extent required to comply with obtain confidential treatment of any such regulation or order and with advance notice to the Disclosing Partydisclosure). The Receiving Party acknowledges that disclosure obligations set forth in this Section 3.5 shall survive for a period of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by five (5) years from the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination Without limiting the generality of the applicable Order Formforegoing, Xxxxxx will either make Customer Materials available Licensor and Licensee each shall use commercially reasonable efforts to Customer through obtain confidentiality agreements from its respective employees and agents, similar in scope to this Section 3.5, to protect the Services on a limited basis solely for Confidential Information. Licensor agrees to treat the purposes Licensor Technology as Confidential Information of data retrieval or will reasonably assist Customer Licensee. Notwithstanding anything to the contrary herein, Licensor and Licensee shall each be deemed to have satisfied its obligations under this Section 3.5 if it protects the Confidential Information of the other Party with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation the same degree of care that it uses to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsprotect its own similar Confidential Information.
Appears in 3 contracts
Samples: License Agreement (Laser Photonics Corp), License Agreement (Laser Photonics Corp), License Agreement (Laser Photonics Corp)
Confidential Information. 10.1 Each party Party (as “Receiving Party”) agrees that all code, inventions, know-how, business, personal data, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes constitute the confidential information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services Customer Data, pricing information, Sysdig Technology, Beta Releases (including the existence of), performance information relating to the Services, Introductory SaaS Service or Beta Releases, and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) the terms and conditions of this Agreement shall be deemed Confidential Information of Xxxxxx without any marking or future further designation. Except as expressly authorized herein, the Receiving Party will shall (1) hold in confidence and not use or disclose any Confidential InformationInformation to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party’s nondisclosure obligation confidentiality obligations shall not apply to information which that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.;
Appears in 3 contracts
Samples: Saas Subscription Agreement, Saas Subscription Agreement, Saas Subscription Agreement
Confidential Information. Each party agrees that all codeof Recipient (and its Affiliates) and Provider (and its Affiliates) (in such capacity, inventions, know-how, business, technical and financial information it obtains (the “Receiving Party”) from shall use the disclosing party same standard of care to prevent the public disclosure and dissemination of the Confidential Information of the other Party (in such capacity, the “Disclosing Party”) constitutes as the confidential Receiving Party uses to protect its own comparable Confidential Information. “Confidential Information” of Disclosing Party means confidential, non-public marketing plans, product plans, business strategies, financial information, forecasts, Personal Information, Highly Sensitive Information, customer lists and customer data, technical documents and information of and any similar confidential, non-public materials and information, regarding the Disclosing Party (and its Affiliates, or their representatives or customers, disclosed by the Disclosing Party to the Receiving Party under or in connection with this Agreement, whether orally, electronically, in writing, or otherwise, including copies thereof, in each case to the extent expressly marked in writing as “Confidential Information”)Confidential,” or, provided that it is if disclosed orally, identified as confidential at the time of disclosure and set forth or should be reasonably known by summarized in a written document expressly marked as “Confidential” delivered to the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within later than thirty (30) days after any expiration or termination the date of the applicable Order Forminitial oral disclosure thereof, Xxxxxx will either make Customer Materials available or, if not so marked or identified as “Confidential,” shall nevertheless be regarded as Confidential Information if a reasonable person under the circumstances would know that such information or materials are considered confidential information by the Disclosing Party. Notwithstanding the foregoing, (a) Confidential Information may be disclosed on an as needed basis to Customer through personnel or subcontractors (in the case of Provider, solely as permitted pursuant to Section 3.3) of the Receiving Party solely as and to the extent required for the purpose of fulfilling the Receiving Party’s obligations or exercising the Receiving Party’s rights under any Transaction Document (including, in the case Recipient and its Subsidiaries, its rights to contract with other Persons for the procurement or provisions of services for the benefit of Recipient comparable to the Services on pursuant to Section 2.6), and (b) nothing in this Agreement shall be deemed to prevent Recipient or any of its Subsidiaries from engaging in the businesses of Recipient and such Subsidiaries. Nonetheless, each Receiving Party (x) shall limit the disclosure of the Disclosing Party’s Confidential Information to third Persons to what is necessary for a limited basis solely reasonable purpose in the conduct of the business of the Receiving Party and its Subsidiaries and (y) shall not disclose any of the Disclosing Party’s Highly Sensitive Information to any third Persons, except user data to the extent that (i) disclosure of such data is required for the purposes purpose of engaging a third Person to provide services comparable to the Services (provided that such third Person shall not use such data retrieval for any other purpose), (ii) disclosure of such data to such third Person in accordance with this Agreement does not violate the terms of use or will reasonably assist Customer terms of service under which such data was collected, and (iii) disclosure of such data to such third Person in accordance with this Agreement does not violate applicable Law. Each Receiving Party shall take all reasonable steps to ensure that any such retrieval. After such thirty (30) day periodConfidential Information of Disclosing Party disclosed to any Personnel or subcontractors in accordance with this Section 9.1 is treated as confidential by the Personnel and subcontractors to whom it is disclosed, Xxxxxx will have and shall require the foregoing to enter into an agreement which imposes confidentiality obligations no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsless protective of the Confidential Information than those imposed under this Agreement.
Appears in 3 contracts
Samples: Commercial Agreement, Commercial Agreement (Alibaba Group Holding LTD), Commercial Agreement (Alibaba Group Holding LTD)
Confidential Information. Each From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party agrees that all codeconfidential information, inventionsand other sensitive or proprietary information, know-howwhether orally or in written, businesselectronic, technical or other form or media, and financial information it obtains whether or not marked, designated, or otherwise identified as “confidential” (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (collectively, “Confidential Information”). Confidential Information does not include information that, provided that it is identified as confidential at the time of disclosure or should be reasonably is: (a) in the public domain; (b) known by the Receiving Party to be Confidential Information due to the nature receiving Party at the time of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iic) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving receiving Party on a non-confidential basis from a third party without breach of any confidentiality obligationparty; or (ivd) is independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party who had no access making the disclosure pursuant to such informationthe order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (vii) is to establish a Party’s rights under this Agreement, including to make required to be disclosed pursuant court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the regulationdisclosing Party all copies, lawwhether in written, electronic, or court order (but only other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the minimum extent required disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to comply with such regulation or order Confidential Information are effective as of the Effective Date and with advance notice will expire five years from the date first disclosed to the Disclosing receiving Party). The Receiving Party acknowledges that disclosure of ; provided, however, with respect to any Confidential Information would cause substantial harm for which damages alone may not be that constitutes a sufficient remedytrade secret (as determined under applicable law), and therefore that upon any such obligations of non-disclosure by will survive the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available Agreement for as long as such Confidential Information remains subject to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the trade secret protection under applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialslaw.
Appears in 3 contracts
Samples: Software as a Service Agreement, A Service Agreement, User Agreement
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure 's non- disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the a regulation, law, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). Each party will only disclose Confidential Information to its employees, agents, representatives and authorized contractors (collectively "Representatives") having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and will obtain or have obtained its Representatives' agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party's Confidential Information. Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.
Appears in 3 contracts
Samples: End User License Agreement, Software License and Services Agreement, End User License Agreement
Confidential Information. Each party agrees that all codeFor purposes of this Agreement, inventions“Confidential Information” means and will include any information, know-how, materials or knowledge regarding Dermira and Maruho and their business, technical financial condition, products, development programs, licensors, suppliers, technology, clinical or other data, or research and financial information it obtains development that is disclosed or made available to the other Party (the “Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can documenthas access in connection with this Agreement or the Development Committee meetings. Confidential Information will not include any information that: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iia) is or has become becomes part of the public knowledge domain through no fault of the Receiving Party; (iiib) is was rightfully obtained in the Receiving Party’s possession at the time of disclosure, without restriction as to use or disclosure as demonstrated by contemporaneous written records; or (c) the Receiving Party rightfully receives from a third party who has the right to disclose it and who provides it without breach restriction as to use or disclosure. Dermira and Maruho agree to only use the Confidential Information of the other Party for the purposes of this Agreement and in no other manner and for no other purpose, including but not limited to the research, development or commercialization of any confidentiality obligation; (iv) is independently developed by other product. Dermira and Maruho agree to hold all Confidential Information of the other Party in strict confidence and not to disclose it to others, except to full time employees and medical advisors of the Receiving Party and its affiliates who had have a need to know and are bound by written agreements of confidentiality no access to such information; or (v) is required to be disclosed pursuant to less protective of the regulation, law, or court order (but only to Confidential Information than the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party)terms of this Section 5. The Receiving Party acknowledges that shall be liable to the other Party for any failure of such employees or medical advisors to comply with the non-use and non-disclosure obligations under this Section 5, and shall provide prompt notice to the other Party of any failure to comply of which the Receiving Party becomes aware. Dermira and Maruho further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information of the other Party including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsother Party.
Appears in 3 contracts
Samples: Right of First Negotiation Agreement (Dermira, Inc.), Right of First Negotiation Agreement (Dermira, Inc.), Right of First Negotiation Agreement (Dermira, Inc.)
Confidential Information. Each party agrees that all codeacknowledges that, inventionsin the course of the performance of this Agreement, know-howit may have access to customer information and communications, businessincluding proprietary information claimed to be unique, technical secret, or confidential, and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) which constitutes the confidential information exclusive property and trade secrets of the Disclosing Party other party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized hereinprovided in ND(J)L’s Acceptable Use Policy (AUP), each party agrees to maintain the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt confidentiality of the Confidential Information; (ii) is or has become public knowledge through no fault of Information and to use the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but Confidential Information only to the minimum extent required to comply necessary for legitimate business uses in connection with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at lawthis Agreement. Upon request of either party or on termination or expiration of this Agreement, if Xxxxxx is in possession each party shall return the Confidential Information of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials the other party then in its possession. Upon request Nothing in this Agreement shall prohibit or limit either party’s use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party’s possession, as evidenced by receiving party’s records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party; or (f ) is required by law to be disclosed. Customer within thirty further agrees and acknowledges that ND(J)L may disclose Customer account information in accordance with ND(J)L’s Acceptable Use Policy (30) days after any expiration or termination AUP), located at http:// xxx.xxxxxxxxxx.xx.xx/xxxxx, as amended from time to time by ND(J)L effective upon posting of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through revised policy at the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsURL.
Appears in 3 contracts
Samples: Service Agreement, Service Agreement, Service Agreement
Confidential Information. From time to time during the term of this Agreement, Chiron and CDC may provide to each other information concerning patents, patent applications, license agreements and other confidential or proprietary information related to this Agreement (the "Information"). Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains receiving the Information (“the "Receiving Party”") from shall during the disclosing party term of this Agreement and for a period of three years after termination hereof: (“Disclosing Party”i) constitutes maintain the confidential information Information in confidence, (ii) not disclose the Information to any third party, other than employees, agents or consultants of the Disclosing Receiving Party or its Affiliates or sublicensees who have a need to know the Information and who are bound by confidentiality obligations to the Receiving Party not less restrictive than those contained herein and (“Confidential Information”), provided that it iii) not use the Information for any purpose not directly related to performance or otherwise authorized under this Agreement. The obligations of this Article 8 shall not apply to any Information which is identified as confidential or which becomes generally known to the public by publication or by means other than a breach of a duty by the Receiving Party; or which is otherwise known by the Receiving Party at the time of disclosure or should be reasonably known by the Receiving Party other party; or which otherwise becomes available to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without not in breach of any confidentiality obligationobligations to the other party; (iv) or which is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to independent of any disclosure from the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party)other party. The Receiving Party acknowledges that disclosure shall also be permitted to make disclosures of Confidential Information would cause substantial harm for which damages alone may not be are reasonably necessary in connection with a sufficient remedy, and therefore that upon any such disclosure possible grant of a permitted sublicense by the Receiving Party or in due diligence related to a possible acquisition, merger, consolidation, substantial asset transfer, or similar transaction of the Disclosing Receiving Party, provided that the recipient is bound to the Receiving Party by confidentiality obligations with respect to the Confidential Information no less restrictive than those set forth herein. Nothing herein shall be entitled prevent the Receiving Party from making such disclosures of Information as are reasonably required by law, regulation, or order of any court or governmental agency, provided that the Receiving Party has provided reasonable advance notice to allow the disclosing party the opportunity to seek appropriate equitable relief in addition to whatever other remedies it might have at lawa protective order or otherwise contest, prevent or limit such disclosure. Upon termination or expiration of this AgreementAgreement for any reason, if Xxxxxx is in possession of any Customer Materials, Xxxxxx the Receiving Party shall delete, return, or make available to Customer at the option of the disclosing party, certify destruction of, all Customer Materials then Information and copies thereof; provided that the Receiving Party may retain one copy thereof in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis law department files solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsevidentiary and regulatory purposes.
Appears in 3 contracts
Samples: HCV Probe License and Option Agreement (Chiron Corp), Cross License Agreement (Chiron Corp), Stock Purchase Agreement (Chiron Corp)
Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes constitute the confidential information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services Trimble Technology, performance information relating to the Service, and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall the terms and conditions of this Agreement will be deemed Confidential Information of Xxxxxx Trimble without any marking or future further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not use or disclose any Confidential InformationInformation to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Trimble, the subcontractors referenced in Section 13.8), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party’s nondisclosure obligation shall confidentiality obligations will not apply to information which that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant . The Receiving Party may make disclosures to the regulation, law, extent required by law or court order (but only to order, provided the minimum extent required to comply with such regulation or order and with advance notice to Receiving Party notifies the Disclosing Party)Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration For the avoidance of doubt, unauthorized access by third parties to any Confidential Information will not be deemed a breach of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsSection 10.
Appears in 3 contracts
Samples: connect.trimble.com, connect.trimble.com, connect.trimble.com
Confidential Information. Each party agrees that Until the Closing Date all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at hereinafter defined, acquired by Buyer with respect to the time of disclosure Shareholders or should be reasonably known the Company, or by the Receiving Party Shareholders or the Company with respect to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesBuyer, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully maintained in strict confidence, (ii) used only for the purpose of and in connection with evaluating the transactions contemplated herein, and (iii) disclosed only (A) to employees and duly authorized agents and representatives who have been informed of the obligations of the parties under this Agreement with respect to such Confidential Information, who have a need to know the information in connection with consummating the transactions contemplated herein, and who agree to keep such information confidential, or (B) as required by legal process (of which the other parties shall be given prompt notice). Buyer, the Shareholders and the Company shall be responsible for any breach of this Section 3.5(a) by any of their respective representatives and each agrees to take all reasonable measures to restrain its possession representatives from prohibited or known to it prior to receipt unauthorized disclosure of the Confidential Information; (ii) is or has become public knowledge through no fault of . For the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration purpose of this Agreement, if Xxxxxx is in possession the term “Confidential Information” shall mean all information acquired by any party from another party hereto or its representatives pursuant to Section 3.2 or 3.3 hereof or otherwise with respect to the business or operations of any Customer Materialssuch other party, Xxxxxx shall delete, return, or make other than (A) information generally available to Customer all Customer Materials then the public which has not become available as a result of disclosure in its possession. Upon request by Customer within thirty violation of this Section 3.5(a) and (30B) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials information which becomes available to Customer through the Services on a limited nonconfidential basis solely for from a source other than a party to this Agreement or its representatives, provided that such source is not known by the purposes party to this Agreement receiving such information to be bound by a confidentiality agreement or other obligation of data retrieval secrecy to another party to this Agreement or its representatives. If the transactions contemplated herein are not consummated, all Confidential Information in written or printed or other tangible form (whether copies or originals) shall be returned to the party of origin, and all documents, memoranda, notes and other writings whatsoever prepared by any party or its representatives based on Confidential Information shall be destroyed; and each party and its representatives will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain thereafter hold all Confidential Information concerning the other parties hereto or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthe Shareholders in strict confidence.
Appears in 3 contracts
Samples: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp)
Confidential Information. Each party Party agrees that (a) to take all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from steps reasonably necessary to maintain the disclosing party (“Disclosing Party”) constitutes the confidential information confidentiality of the Disclosing Confidential Information of the other Party, (b) not to disclose the other Party’s Confidential Information to any Third Party without the prior written consent of such other Party, and (“c) to use such Confidential Information”)Information only as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it under this Agreement; provided, provided however, that it the foregoing obligations will not apply to Confidential Information that (i) is identified as confidential in possession of the receiving Party at the time of disclosure or should be disclosure, as reasonably known demonstrated by the Receiving Party to be Confidential Information due to the nature written records and without obligation of the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesconfidentiality, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become later becomes part of the public knowledge domain through no fault of the Receiving receiving Party; , (iii) is rightfully obtained received by the Receiving receiving Party without obligation of confidentiality from a third party without breach of any confidentiality obligation; Third Party with a right to such information, or (iv) is developed independently developed by employees of the Receiving receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information by individuals who had no did not have access to such information; Confidential Information. Furthermore, a Party may disclose Confidential Information of the other Party to (x) its Affiliates, and to its and their directors, employees, consultants, agents, and insurers, in each case who have a specific need to know such Confidential Information and who are bound by obligations of confidentiality and restriction on use no less stringent than those set forth herein, (y) any bona fide actual or (v) is required prospective collaborators, licensees, underwriters, investors, lenders or other financing sources who are obligated to be disclosed pursuant keep such information confidential, to the regulationextent reasonably necessary to enable such actual or prospective collaborators, lawlicensees, underwriters, investors, lenders or other financing sources to determine their interest in collaborating with, licensing from, underwriting or making an investment in, or court order otherwise providing financing to, the receiving Party, and (but only to z) the minimum extent such disclosure is required to comply with such applicable law or regulation or the order of a court of competent jurisdiction, to defend or prosecute litigation or to comply with the rules of the U.S. Securities and with advance Exchange Commission, any stock exchange or listing entity; provided, however, that the receiving Party provides prior written notice of such disclosure to the Disclosing Party)disclosing Party and takes reasonable and lawful actions to avoid or minimize the degree of such disclosure. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon Notwithstanding any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration provision of this Agreement, if Xxxxxx is in possession each Party may disclose and use Confidential Information of any Customer Materialsthe other Party as necessary to file or prosecute patent applications, Xxxxxx shall delete, returnprosecute or defend litigation or otherwise establish rights or enforce obligations under this Agreement, or make available to Customer all Customer Materials then in its possessionsubmit Regulatory Filings. Upon request Moreover, Licensee may disclose Confidential Information of Licensor relating to the research, development or commercialization of Licensed Products to entities with whom Licensee has (or may have) a license, collaboration agreement, marketing agreement, development agreement and/or commercialization agreement and who have a need to know such Confidential Information and who are bound by Customer within thirty (30) days obligations of confidentiality and restrictions on use no less stringent than those set forth herein. The obligations of this Section 8.1 shall survive for [***] after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsTerm.
Appears in 3 contracts
Samples: License Agreement (Praxis Precision Medicines, Inc.), License Agreement (Praxis Precision Medicines, Inc.), License Agreement (Praxis Precision Medicines, Inc.)
Confidential Information. Each party of InnoCare and XxxxXxxx, as the Receiving Party agrees to hold in confidence any Confidential Information provided by or on behalf of the other Party, and neither Party shall use, disclose, or otherwise provide access to Confidential Information of the other Party except as reasonably necessary to fulfill such Party’s obligations or exercise its rights under this Agreement. Each Party agrees to take reasonable steps to protect the other Party’s Confidential Information from unauthorized use or disclosure. The foregoing confidentiality, non-use, and non-disclosure obligations of the Parties shall not apply to that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“portion of Disclosing Party”’s Confidential Information which the Receiving Party can establish by competent proof was: (a) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that known to it is identified as confidential at the time of disclosure hereunder, (b) is or should be reasonably becomes publicly known other than through any fault of the Receiving Party, (c) was in its possession at the time of disclosure hereunder, (d) was lawfully received by it on a non-confidential basis from a Third Party who did not obtain such information either directly or indirectly from the Disclosing Party, or (e) was subsequently and independently developed by or on behalf of the Receiving Party without use of or reference to be Disclosing Party’s Confidential Information due to Information. Without limiting the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized hereinforegoing, the Receiving Party will hold in confidence and not use or may not, without the prior written permission of the Disclosing Party, disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply Information of the Disclosing Party to information which any Third Party except to the Receiving Party can document: extent disclosure (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationis required by Applicable Law (including as permitted by Section 11.5); (ii) is or has become public knowledge through no fault made in accordance with the terms of this Agreement to exercise the Receiving Party’s rights or fulfill its obligations hereunder; or (iii) is rightfully obtained by necessary for the conduct of the Clinical Study; provided that before making any such disclosure pursuant to clause (i), the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with shall provide reasonable advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party to allow the Disclosing Party shall be entitled the opportunity to seek a protective order or other appropriate equitable relief remedy and/or waive compliance, in addition to whatever other remedies it might have at law. Upon termination whole or expiration in part, with the terms of this Agreement. Each Party shall have the right to disclose this Agreement to actual or potential investors, if Xxxxxx lenders, advisors, collaborators, acquirers and licensees as it reasonably necessary for due diligence purposes, provided that each such recipient is in possession subject to obligations of any Customer Materialsconfidentiality, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination non-use and non-disclosure at least as protective of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsinformation as this Article 11.
Appears in 3 contracts
Samples: Clinical Collaboration Agreement (ArriVent Biopharma, Inc.), Clinical Collaboration Agreement (ArriVent Biopharma, Inc.), Clinical Collaboration Agreement (ArriVent Biopharma, Inc.)
Confidential Information. Each The parties hereto agree that each shall keep completely confidential and shall not publish or otherwise divulge or use for its own benefit or for the benefit of any third party agrees that all code, inventions, know-how, business, technical and financial any information of a proprietary nature furnished to it obtains (the “Receiving Party”) from by the disclosing other party (the “Disclosing Party”) constitutes for a period of five (5) years after the confidential information termination of this Agreement without the prior written approval of the Disclosing Party (“Confidential Information”)disclosing party in each instance, provided except to the extent that it is identified as confidential necessary to divulge such information for the obtaining of governmental approval for the marketing of the Product and the Receiving Party discloses only the minimum of information necessary in connection therewith and takes reasonable steps to maintain the confidentiality of such information. Nothing in this Article 7 shall prevent disclosure or use of information: (i) already known to the Receiving Party prior to its receipt of such information from the Disclosing Party; (ii) which was known to the public at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or subsequently becomes so known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault act or omission of the Receiving Party; (iii) which is rightfully obtained properly acquired by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of having the Receiving Party who had no access right to convey such information; or (viv) that is required to be disclosed pursuant to the regulation, law, by law or court order (but only to the minimum extent required to comply with such regulation or order and in connection with any financing, acquisition, merger or sale, provided the Receiving Party provides the Disclosing Party with advance notice of such disclosure and takes reasonable steps to protect the confidentiality of such information. Information of a proprietary nature shall include, but not be limited to, information concerning a party’s products, proposed products, marketing plans, methods of manufacture, customers or any other information or materials in whatever form not generally known to the Disclosing Party)public. The Receiving Party acknowledges that disclosure Subject to the foregoing, this specific terms of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party this Agreement (including all financial terms) shall be entitled kept confidential, however, the parties may refer generally to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of Agreement and the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsparties’ relationship arising therefrom.
Appears in 3 contracts
Samples: Distribution Agreement (Micrus Endovascular Corp), Distribution Agreement (Micrus Endovascular Corp), Distribution Agreement (Micrus Corp)
Confidential Information. Each “Confidential Information” of a party agrees shall mean all data and information submitted to the other party or obtained by the other party in connection with the transactions contemplated hereby, including information relating to a party’s customers (which includes, without limitation, Non-Public Personal Information as that all codeterm is defined in Securities and Exchange Commission Regulation S-P), technology, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, business affairs, ideas, concepts, innovations, inventions, knowdesigns, business methodologies, improvements, trade secrets, copyrightable subject matter and other proprietary information. All Confidential Information relating to a party shall be held in confidence by the other party to the same extent and in at least the same manner as such party protects its own confidential or proprietary information. Neither party shall disclose, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the use or benefit of, any person or entity without the other party’s prior written consent. Each party shall, however, be permitted to disclose relevant aspects of the other party’s Confidential Information to its officers, agents, subcontractors and employees to the extent such disclosure is reasonably necessary for the performance of its duties and obligations under this Agreement and such disclosure is not prohibited by Xxxxx-how, business, technical and financial information it obtains Xxxxx-Xxxxxx Act of 1999 (“Receiving PartyGLBA”) ), which amends the Securities and Exchange Act of 1934, as it may be amended from time to time, the regulations promulgated by the Securities and Exchange Commission thereunder or other Applicable Law; provided, however, that such party shall take all reasonable measures to ensure that Confidential Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by such officers, agents, subcontractors and employees. The obligations in this Section shall not restrict any disclosure by either party pursuant to any Applicable Law, or by order of any court or government agency (provided that the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due shall give prompt notice to the nature non-disclosing party of the information disclosed such order) and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply with respect to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of is developed by the Confidential Informationother party without violating the disclosing party’s proprietary rights; (ii) is or has become public knowledge becomes publicly known (other than through no fault of the Receiving Partyunauthorized disclosure); (iii) is rightfully obtained disclosed by the Receiving Party from owner of such information to a third party without breach free of any confidentiality obligationobligation of confidentiality; (iv) is independently developed already known by employees such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into between the Receiving Party who had no access to such informationparties before the effective date of this Agreement; or (v) is required to be disclosed pursuant rightfully received by a party free of any obligation of confidentiality. If the GLBA, the regulations promulgated by the Securities and Exchange Commission thereunder or other Applicable Law now or hereafter in effect imposes a higher standard of confidentiality to the regulationConfidential Information, lawsuch standard shall prevail over the provisions of this Section. Client acknowledges that the services Pershing provides hereunder involve Client access to proprietary technology, trading and other systems, and that techniques, algorithms and processes contained in such systems constitute trade secrets and shall be safeguarded by Client, and that Client shall exercise reasonable care to protect Pershing’s interest in such trade secrets. Client agrees to make the proprietary nature of such systems known to those of its consultants, staff, agents or court order (but only clients who may reasonably be expected to the minimum extent required to comply come into contact with such regulation or order and with advance notice to the Disclosing Party)systems. The Receiving Party acknowledges Client agrees that disclosure any breach of Confidential Information would cause substantial harm this confidentiality provision may result in its being liable for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure as provided by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon This Section shall survive the termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.
Appears in 3 contracts
Samples: Credit Agreement (Western Asset Middle Market Debt Fund Inc.), Credit Agreement (Western Asset Middle Market Income Fund Inc.), Credit Agreement for Margin Financing (ClearBridge Energy MLP Fund Inc.)
Confidential Information. Each party agrees The term “Confidential Information” shall mean all confidential and/or proprietary documents and information that all codea disclosing Party or representatives (collectively, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes has provided or will provide or otherwise has made or will make accessible to a receiving Party or representatives (collectively, “Receiving Party”), pursuant to or in contemplation of this Agreement, in each case whether provided or made accessible at any time prior to or subsequent to the confidential Effective Date of this Agreement, and whether tangible or intangible, and in whatever form or medium (e.g., written, oral, graphic, electronic or other form), including without limitation the terms and conditions of this Agreement and any service orders issued hereunder (including all Fees set forth therein), all Intellectual Property, business operations, marketing plans, patient information, customer lists, financial data, and any other documents and information pertaining to the business of the Disclosing Party, as well as all documents and information generated by the Receiving Party (that contain, reflect, or are derived from the documents and information provided or made accessible by the Disclosing Party to the Receiving Party. Notwithstanding the foregoing, “Confidential Information”)” shall not include any information: (i) that, provided that it is identified as confidential at the time of disclosure disclosure, is or should be reasonably known by the Receiving Party to be Confidential Information due was generally available to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationpublic; (ii) is or has become public knowledge through no fault that, after disclosure hereunder, becomes generally available to the public, except as a result of a breach of this Agreement by the Receiving Party; (iii) is rightfully obtained by that becomes available to the Receiving Party from a third party without breach of any confidentiality obligationthat is not legally or contractually prohibited by the Disclosing Party from disclosing such Confidential Information; or, (iv) is independently developed by employees of that the Receiving Party who had no access to such information; can demonstrate was developed by or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party without access to or use of the Disclosing Party Confidential Information. For the avoidance of doubt, (x) the Xxxxxxx Intellectual Property shall be entitled deemed Confidential Information of Xxxxxxx, and shall be and remain subject to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration the terms and conditions of this Agreement, if Xxxxxx is in possession and (y) the Raw Data and Customer Data shall be deemed Confidential Information of any Customer MaterialsCustomer, Xxxxxx and shall delete, return, or make available be and remain subject to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination the terms and conditions of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthis Agreement.
Appears in 3 contracts
Samples: Business Associate Agreement, Edwards Viewfinder Subscription Agreement, Edwards Viewfinder Subscription Agreement
Confidential Information. Each party agrees Except as may be required by law, the Over-the-Counter Bulletin Board or other regulation or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents and representatives will disclose to any Person the existence of this Agreement, the subject matter or terms hereof or any Confidential Information concerning the business or affairs of any other Party that all codeit may have acquired from such Party in the course of pursuing the transactions without the prior written consent of Acquired Corp or Parent, inventionsas the case may be; provided, know-howhowever, businessany Party may disclose any such Confidential Information as follows: (a) to such Party's Affiliates and its or its Affiliates' employees, technical and financial information it obtains lenders, counsel, or accountants, the actions for which the applicable Party will be responsible; (“Receiving Party”b) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”)to comply with any applicable law or order, provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any action of which it is identified as confidential at aware which may result in disclosure and uses its Reasonable Best Efforts to limit or prevent such disclosure; (c) to the time of disclosure or should be reasonably known by extent that the Receiving Party to be Confidential Information due is or becomes generally available to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving PartyParty or its Affiliates making such disclosure; (iiid) to the extent that the same information is rightfully obtained by in the Receiving possession (on a non-confidential basis) of the Party from a third party without breach making such disclosure prior to receipt of any confidentiality obligationsuch Confidential Information; (ive) is to the extent that the Party that received the Confidential Information independently developed by employees of develops the Receiving Party who had no access to such informationsame information without in any way relying on any Confidential Information; or (vf) is required to be disclosed pursuant to the regulationextent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or its Affiliates, lawwhich source, to the disclosing Party's Best Knowledge, is not prohibited from disclosing such information by a legal, Contractual, or court order (but only fiduciary obligation to the minimum extent required to comply with other Party. If the transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such regulation or order and with advance notice to information may reasonably request. Notwithstanding the Disclosing Party). The Receiving Party acknowledges that foregoing, Parent may make such public disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration existence of this Agreement, if Xxxxxx is in possession of the principal economic terms thereof, and the status with respect to achieving the Closing as it desires; provided, that Parent will consult with Acquired Corp prior to releasing any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in such public disclosure so that Acquired Corp may notify its possession. Upon request by Customer within thirty (30) days after any expiration or termination employees of the applicable Order Form, Xxxxxx transactions. Neither Acquired Corp nor any of its Affiliates will either make Customer Materials available issue any press release or other public announcement related to Customer through this Agreement or the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialstransactions without Parent's prior written approval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Metasource Group Inc), Agreement and Plan of Merger (Biogentech Corp), Agreement and Plan of Merger (Rp Entertainment Inc)
Confidential Information. Each party agrees Subject to Section 9.3 below, the Parties acknowledge that all codein connection with the performance of the services under this Agreement, inventions, know-how, business, technical a Party may be acquiring and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the making use of certain confidential information and trade secrets of the Disclosing other Party which may include management reports, financial statements, internal memoranda, reports, patient records and patient lists, confidential technology and other materials, records and/or information of a proprietary nature that are otherwise not public information (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be . All tangible Confidential Information due materials exchanged pursuant to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services this Agreement (including all copies thereof), including but not limited to all documents and any updatesother tangible thing on or in which information is recorded, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed to be “on loan” while they are in the hands of any person other than the Party who first furnished the material. In order to further protect the Confidential Information, subject to Section 9.3 below, no Party shall, after the date hereof, use the Confidential Information of Xxxxxx without any marking other Party except in connection with the performance of the services pursuant to this Agreement, or future designation. Except as expressly authorized hereindivulge the Confidential Information to any Person, unless the Receiving Party will hold other Parties consent in confidence and not writing or such use or disclose any Confidential Informationdivulgence or disclosure is required by law. The Receiving Party’s nondisclosure obligation shall not apply Parties acknowledge and agree that, as a state agency subject to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) PIA, UT is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure retain one copy of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedymaterials received by UT under this Agreement (“Retention Obligation”). Subject to Section 9.3 below and the Laws of the State, and therefore that upon any all originals of such disclosure by the Receiving Party the Disclosing Party Confidential Information shall be entitled returned, upon request, at any time to seek appropriate equitable relief in addition the Party who furnished them and, subject to whatever other remedies it might have UT’s Retention Obligation, all copies thereof shall be destroyed at lawthat time. Upon termination or expiration At the conclusion of this Agreement, if Xxxxxx is all original tangible Confidential Information materials exchanged pursuant to this Agreement shall be returned to the Party who furnished them and, subject to UT’s Retention Obligation, all copies thereof shall be destroyed. Without limiting other possible remedies for the breach of this covenant, subject to the above provisions of this Section 9.2 and in possession Section 9.3 below, and the Laws of any Customer Materialsthe State, Xxxxxx the Parties agree that injunctive or other equitable relief shall delete, return, or make be available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration enforce this covenant, such relief to be without the necessity of posting a bond, cash or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsotherwise.
Appears in 3 contracts
Samples: Affiliation Agreement, Affiliation Agreement, Affiliation Agreement
Confidential Information. Each party agrees Party acknowledges that all codeConfidential Information may be disclosed to the other Party during the course of this Agreement. During the Term and for a period of three (3) years following expiration or termination of this Agreement, inventionseach Party shall use at least the same degree of care as it employs to avoid unauthorized disclosure of its own information, know-howbut in no event less than a commercially reasonable degree of care and in the same manner and with the same degree of care from and after the Separation as prior to the Separation, business, technical and financial information it obtains (“Receiving Party”) from to prevent the disclosing party (“Disclosing Party”) constitutes the confidential information duplication or disclosure of Confidential Information of the Disclosing Party other Party, other than by or to (“i) its employees and Permitted Agents who need to know such Confidential Information”)Information for the purpose of performing the receiving Party’s obligations or exercising its rights under this Agreement and then only to the extent needed to do so, provided that it each such employee or Permitted Agent shall agree to comply with confidentiality requirements no less restrictive than those contained in this paragraph and is identified as confidential at the time of disclosure or should be reasonably known informed by the Receiving receiving Party of the confidential nature of such Confidential Information; and (ii) independent third party auditors that agree in writing to comply with confidentiality requirements no less restrictive than those contained herein. If a disclosure would be Confidential Information due deemed a breach of this Agreement if committed by the receiving Party itself, then the receiving Party shall be liable to the other Party for any such disclosure made by its employees or Permitted Agents to whom it has disclosed the other Party’s Confidential Information. If a receiving Party is legally compelled to disclose any of the disclosing Party’s Confidential Information, then, prior to such disclosure, the receiving Party will (i) assert the confidential nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information and (ii) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not such disclosure and/or use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) . In the event such protection is or has become public knowledge through no fault of not obtained, the Receiving Party; (iii) is rightfully obtained by receiving Party shall disclose the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but Confidential Information only to the minimum extent required necessary to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialslegal requirements.
Appears in 3 contracts
Samples: Master Services Agreement, Master Services Agreement (AOL Inc.), Master Services Agreement (AOL Inc.)
Confidential Information. Each party agrees that all codeFor purposes of this Agreement, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it ” shall include all information furnished under this Agreement which is identified designated as confidential at or proprietary, or which the time of disclosure receiving party knows or should be reasonably know is being disclosed on a confidential basis, including without limitation pricing information, proposals, prints, drawings and all information in or related to the design, development, production, delivery, operation, use, application or performance of any of a party’s technology, equipment, parts, or maintenance/services. Confidential Information does not include information which: (a) is known or independently developed by the Receiving Party receiving party prior to be Confidential Information due to its disclosure by the nature other party, as evidenced by receiving party's records; (b) becomes a part of the information disclosed and public domain without breach of this Agreement by the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationreceiving party; (iic) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party received from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access restriction and under conditions permitting its disclosure to such informationothers; or (vd) which is required to be disclosed pursuant to judicial action or government regulations provided the regulationreceiving party notifies the disclosing party prior to such disclosure, and cooperates with the disclosing party in the event it elects to legally contest and avoid such disclosure. For a period of five (5) years from the date of receipt, Confidential Information shall be maintained in confidence by the receiving party, shall not be disclosed to any third party, other than Seller’s suppliers who have a reason to know, without prior written approval of the disclosing party, and shall be protected with the same degree of care as the receiving party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Notwithstanding the foregoing, the Parties’ obligation to protect trade secrets is perpetual or for so long as such information remains a trade secret under applicable law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialswhichever occurs first.
Appears in 3 contracts
Samples: Terms and Conditions, ftl.technology, Terms and Conditions
Confidential Information. Each party Recipient agrees that all information disclosed by the Disclosing Party, or obtained by Recipient in connection with the Purpose, whether oral, visual or in writing, including but not limited to, all pricing, specifications, formulas, prototypes, computer programs (source and/or object code) and any and all records, inventionsdata, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, relating to the Disclosing Party, its agents and/or contractors and information learned by the Recipient from the Disclosing Party through the inspection of the Disclosing Party's property, that relates to Disclosing Party's products, designs, business plans, business opportunities, finances, research, development, know-how, businesspersonnel, technical or third-party confidential information, the terms and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information conditions of the Disclosing Party (this NDA will be considered and referred to collectively in this NDA as “Confidential Information”). Notwithstanding, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation , shall not apply to include information which the Receiving Party can documentthat: (i) was is now or subsequently becomes generally available in the public domain through no fault or breach on the part of Recipient; (ii) Recipient can demonstrate in its records to have had rightfully in its possession or known to it prior to receipt disclosure of the Confidential Information; (ii) is or has become public knowledge through no fault of Information by the Receiving Partydisclosing party; (iii) is Recipient rightfully obtained by the Receiving Party obtains from a third party who has the right to transfer or disclose it, without default or breach of any confidentiality obligationor this undertaking; or (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulationorder or requirement of a court, lawadministrative agency, or other governmental body; provided, however, that Recipient shall make the best effort to provide prompt notice of such court order (but only to the minimum extent required to comply with such regulation or order and with advance notice requirement to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party to enable the Disclosing Party shall be entitled to seek appropriate equitable relief a protective order or otherwise prevent or restrict such disclosure. Disclosing Party retains all right, title and interest in addition and to whatever other remedies it might have at law. Upon termination the Confidential Information and all improvements, enhancements and derivatives thereof and all Intellectual Property Rights thereto, all of which is and shall continue to be exclusively owned by Disclosing Party and no right or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available license therein are granted to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsrecipient hereunder.
Appears in 3 contracts
Samples: Framework Agreement, Framework Agreement, bids.dekel.co.il
Confidential Information. Each Provider, and Dealer may disclose or make available to each other information about its respective business affairs, products, confidential intellectual property, trade secrets, third-party agrees that all codeconfidential information, inventionsand other sensitive or proprietary information, know-howwhether orally or in written, businesselectronic, technical and financial information it obtains or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (collectively, “Confidential Information”). Confidential Information does not include information that, provided that it is identified as confidential at the time of disclosure or should be reasonably is: (a) in the public domain; (b) known by the Receiving Party to be Confidential Information due to the nature receiving party at the time of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iic) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party receiving party on a non-confidential basis from a third party without breach of any confidentiality obligationparty; or (ivd) is independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each of Dealer, or Provider may disclose Confidential Information to the Receiving Party who had no access limited extent required (i) in order to such informationcomply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (vii) is to establish its rights under the PureCars Terms, including to make required to be disclosed pursuant to court filings. On the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of Dealer’s right to access the PureCars Services, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Order Formlaw), Xxxxxx such obligations of non-disclosure will either make Customer Materials available survive for as long as such Confidential Information remains subject to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialstrade secret protection under applicable law.
Appears in 3 contracts
Samples: www.nccdirect.com, www.nccdirect.com, www.nccdirect.com
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services Tools and any updates, upgrades, modifications, derivatives, specifications, technical guides, or other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Xxxxxx will retain Customer within thirty (30) Materials for 30 days after any expiration following termination or termination of the applicable Order Formexpiration. Once 30 days have elapsed, Xxxxxx will either make Customer Materials available to Customer through permanently delete the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.
Appears in 3 contracts
Samples: Copado Access Agreement, Copado Access Agreement, Copado Access Agreement
Confidential Information. Each party agrees that all codewill, inventions, know-how, business, technical to the extent and financial information it obtains (“Receiving Party”) from in accordance with the disclosing party (“Disclosing Party”) constitutes the confidential policies used to protect its own information of similar importance, use its best efforts to refrain from and prevent the Disclosing Party use, duplication, or disclosure of during or after the Term any Confidential Information of the other party, disclosed or obtained by such party while performing its obligations under this Agreement, except when such use or disclosure is for the limited purpose of performing obligations under this Agreement. Neither party will have an obligation of confidentiality with regard to any information insofar as the same (“Confidential Information”), provided that it i) was known to such party prior to disclosure; (ii) is identified as confidential at the time of disclosure publicly available or should be reasonably known by the Receiving Party to be Confidential Information due to the nature becomes publicly available other than as a result of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, a breach of this Agreement; or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained disclosed to such party by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access not under a duty not to disclose such information; or (v) . In addition, the confidentiality obligations set forth above will not apply to any Confidential Information which is required to be disclosed pursuant to any law of the regulationUnited States or any state thereof; the order of any court or governmental agency; or the rules and regulations of any governmental agency. Prior to any disclosure required by law or order of any court or government agency, the disclosing party will notify the other party of the required disclosure. If the required disclosure is to be made within ten (10) days after the disclosing party becoming aware or informed of the obligation to disclose, the disclosing party will notify the other party by the end of the next business day following the day the disclosing party became aware of its disclosure obligation. The parties agree that an impending or existing violation of any provision of this Section by one party would cause the other party irreparable injury for which it would have no adequate remedy at law, or court order (but only to the minimum extent required to comply with and agree that such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall other party will be entitled to seek appropriate equitable obtain immediate injunctive relief prohibiting such violation, in addition to whatever any other rights and remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possessionit. Upon request by Customer within thirty (30) days after The nclusion of copyright notices on any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do software licensed hereunder does not store or maintain Customer Materialsconstitute publication thereof.
Appears in 3 contracts
Samples: Affiliation Agreement (Tunes Com Inc), Affiliation Agreement (Tunes Com Inc), Affiliation Agreement (Tunes Com Inc)
Confidential Information. Each party agrees The Parties agree that all codeinformation regarding this Agreement, inventionsincluding but not limited to business plans and strategies, know-howregulatory filings, businesspricing, technical systems and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information technology obtained or disclosed as a result of this Agreement, is proprietary to each of the Disclosing Parties as specifically provided to each other and such information shall remain proprietary to such Party and shall at all times remain and be kept confidential by the Parties (“the "Confidential Information”"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be . Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall not be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to include information which the Receiving Party can documentthat: (i) was rightfully is or becomes publicly known and generally available in its possession the public domain through no act or known to it prior to receipt omission of the Confidential Informationreceiving Party; (ii) is or has become public knowledge through no fault known by the receiving Party, without confidentiality restrictions, at the time of the Receiving Partyreceiving such information as evidenced by its contemporaneous written records; (iii) is rightfully obtained lawfully disclosed to the receiving Party by the Receiving Party from a third party without breach of any confidentiality obligationrestriction on use or disclosure to the receiving Party’s knowledge upon reasonable investigation; or (iv) is independently developed by employees or for the receiving Party without use of or reference to the other party’s Confidential Information as evidenced by its contemporaneous written records. The receiving Party may disclose Confidential Information to the extent required by an order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or other administrative or legal process; provided, however, that the receiving Party has provided the disclosing Party with prompt written notice, if and to the extent permitted by applicable law, thereof so that the disclosing Party may seek a protective order or other appropriate remedy, at its cost, and that, if such protective order or other remedy is not obtained, the receiving Party furnishes only that portion of the Receiving Confidential Information that is legally required. The foregoing notwithstanding, nothing herein requires the receiving Party who had no access to such information; breach any applicable law, regulation, order of a court of competent jurisdiction, administrative agency or (v) is required governmental body or any subpoena, summons or other administrative or legal process. Each Party shall maintain the other Party’s Confidential Information in confidence and shall not disclose any of the other Party’s Confidential Information to any third party without the other Party’s written permission, not to be disclosed pursuant to the regulation, law, unreasonably withheld or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges delayed; provided further that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure third party agrees to be contractually bound by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration confidentiality obligations of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx . This Section shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or survive termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthis Agreement.
Appears in 3 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
Confidential Information. Each party agrees that all codeof eBay (and its Affiliates) and PayPal (and its Affiliates) (in such capacity, inventions, know-how, business, technical and financial information it obtains (the “Receiving Party”) from agrees to hold, and to cause its Personnel to hold, in strict confidence, the disclosing party Confidential Information of the other Party (in such capacity, the “Disclosing Party”) constitutes using at least the confidential information same standard of care to prevent the public disclosure and dissemination thereof as the Receiving Party uses to protect its own comparable Confidential Information. “Confidential Information” of the Disclosing Party means information including marketing plans, product plans, business strategies, financial information, forecasts, Personal Information, Highly Sensitive Information, customer lists and customer data, technical documents and information and any similar materials and information, regarding the Disclosing Party and its Affiliates, or their representatives or customers, disclosed by the Disclosing Party to the Receiving Party under or in connection with this Agreement, whether orally, electronically, in writing, or otherwise, including copies thereof, that is, in each case, (a) if disclosed in a tangible form, marked using a legend such as “Confidential Information”)Confidential” or “Proprietary” or if not so marked, provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained understood by the Receiving Party from a third party without breach the context of any confidentiality obligation; disclosure or from the information itself, to be confidential, or (ivb) is independently developed if disclosed orally or visually, declared to be confidential or, if not so declared, should be reasonably understood by employees of the Receiving Party who had no access to such information; from the context of disclosure or (v) is required from the information itself to be disclosed pursuant confidential. Each of eBay and PayPal agrees, on its behalf and on behalf of its Affiliates, not to use any Confidential Information of the other Party other than for such purposes as shall be expressly permitted under this Agreement, except, in each case, to the regulation, law, extent that such Confidential Information has been (i) in the public domain or court order (but only generally available to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure public, other than as a result of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief or any of its Affiliates or any of their Personnel in addition to whatever other remedies it might have at law. Upon termination or expiration violation of this Agreement, if Xxxxxx is in possession (ii) later lawfully acquired from other sources by such Party (or any of its Affiliates) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information or (iii) independently developed or generated without reference to or use of any Customer Materials, Xxxxxx shall delete, return, proprietary or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination confidential information of the applicable Order Form, Xxxxxx will either make Customer Materials available other Party or any of its Affiliates. If any Confidential Information of one Party or any of its Affiliates is disclosed to Customer through the other Party or of its Affiliates in connection with providing the Services on a limited basis solely for under this Agreement, then such disclosed Confidential Information shall be used by the purposes of data retrieval or will reasonably assist Customer with Receiving Party only as required to perform such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsServices.
Appears in 3 contracts
Samples: Operating Agreement, Operating Agreement (PayPal Holdings, Inc.), Operating Agreement (PayPal Holdings, Inc.)
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes constitute the confidential information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other Any software, documentation or other documentation technical information provided by Xxxxxx NT (or its agents) ), performance information relating to the Software, and the terms of this Agreement shall be deemed Confidential Information of Xxxxxx NT without any marking or future further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Without limiting the foregoing, Customer shall ensure that its Procurement Agent is subject to written confidentiality terms that are no less protective of NT than the terms of this Agreement. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (ia) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iib) is or has become public knowledge through no fault of the Receiving Party; (iiic) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (ivd) is independently developed by employees of the Receiving Party who had no access to such information; or (ve) is required to be disclosed pursuant to the a regulation, law, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this AgreementFor clarity, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services above confidentiality restrictions do not store or maintain Customer Materialsapply to Customer’s use of Work Product.
Appears in 3 contracts
Samples: Master Subscription License Agreement, Software and Services Agreement Terms and Conditions, Software and Services Agreement Terms and Conditions
Confidential Information. Each party agrees that all code, inventions, All technology and know-how, business, technical and financial information it obtains how disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party hereunder (“Confidential Information”)) shall be used solely and exclusively by Receiving Party in a manner consistent with the licenses granted hereunder and the purposes of this Agreement as stated in the preamble and recitals hereto; maintained in confidence by the Receiving Party; and shall not be disclosed to any non-party or used for any purpose except to exercise its rights and perform its obligations under this Agreement without the prior written consent of the Disclosing Party, provided except to the extent that it the Receiving Party can demonstrate by competent written evidence that such information: (a) is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to at the nature time of its receipt and, not through a prior disclosure by the information disclosed and Disclosing Party, as documented by the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationbusiness records; (iib) is or has become in the public knowledge through no fault domain other than as a result of any breach of this Agreement by the Receiving Party; (iiic) is rightfully obtained subsequently disclosed to the Receiving Party on a non-confidential basis by a third party who may lawfully do so; or (d) is independently discovered or developed by the Receiving Party from a third party without breach the use of any confidentiality obligation; (iv) is independently developed Confidential Information provided by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure as documented by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at lawParty’s business records. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within Within thirty (30) days after any expiration or termination of this Agreement, Receiving Party shall destroy (and certify to the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through Disclosing Party such destruction) or return all Confidential Information provided by the Services on a limited basis Disclosing Party except as otherwise set forth in this Agreement. One (1) copy of the Confidential Information may be retained in the Receiving Party’s files solely for archival purposes as a means of determining any continuing or surviving obligations under this Agreement. The confidential obligations under this Agreement shall survive this Agreement for a period of five (5) years. To the purposes of data retrieval extent Gilead receives any Confidential Information from Licensee relating to EVG, EVG Product, EVG Combination Product or will reasonably assist Customer with such retrieval. After such thirty (30) day periodQuad, Xxxxxx Gilead will have no obligation the right to maintain or provide any Customer Materials anddisclose such Confidential Information to Japan Tobacco, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsprovided such disclosure remains subject to the obligations of confidentiality and non-disclosure set forth in the Japan Tobacco Agreement.
Appears in 3 contracts
Samples: License Agreement, Amended and Restated License Agreement (Template), License Agreement (Gilead Sciences Inc)
Confidential Information. Each The parties hereby covenant and agree to maintain confidential all Confidential Information relating to the other party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from or any of such other party’s Subsidiaries. Without limiting the disclosing party (“Disclosing Party”) constitutes the confidential information generality of the Disclosing Party (foregoing, each party shall cause its employees and agents to exercise the same level of care with respect to Confidential Information relating to the other party or any of its Subsidiaries as it would with respect to proprietary information, materials and processes relating to itself or any of its Subsidiaries. “Confidential Information”)” shall mean all information, provided that it is identified as confidential at the time materials and processes relating to a party or any Subsidiary of disclosure or should be reasonably known such party obtained by the Receiving Party other party or any Subsidiary of such other party at any time (whether prior to or after the date hereof) in any format whatsoever (whether orally, visually, in writing, electronically or in any other form) relating to, arising out of or in connection with the Services rendered or to be Confidential Information due rendered hereunder and shall include, but not be limited to, economic and business information or data, business plans, computer software and information relating to the nature of the information disclosed employees, vendors, customers, products, financial performance and the circumstances surrounding the disclosure. The Services projections, processes, strategies and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation systems but shall not apply to information which the Receiving Party can document: include (i) information which becomes generally available to the public other than by release in violation of the provisions of this Section 7.01, (ii) information which becomes available on a non-confidential basis to a party from a source other than the other party to this Agreement, provided the party in question reasonably believes that such source is not or was rightfully not bound to hold such information confidential and (iii) information acquired or developed independently by a party without violating this Section 7.01 or any other confidentiality agreement with the other party. Except with the prior written consent of the other party, each party will use the other party’s Confidential Information only in connection with the performance of its possession or known obligations hereunder and each party shall use commercially reasonable efforts to it prior restrict access to receipt the other party’s Confidential Information to those employees of such party requiring access for the purpose of providing Services hereunder. Notwithstanding any provision of this Section 7.01 to the contrary, a party may disclose such portion of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant Information relating to the regulationother party to the extent, law, or court order (but only to the minimum extent extent, the disclosing party reasonably believes that such disclosure is required under law or the rules of a Governmental Authority; provided that the disclosing party first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to comply with seek a protective order or other appropriate remedy to prevent such regulation or order and with advance notice to the Disclosing Party)disclosure. The Receiving Party acknowledges parties acknowledge that disclosure of Confidential Information money damages would cause substantial harm for which damages alone may not be a sufficient remedy, remedy for any breach of the provisions of this Section 7.01 and therefore that upon any such disclosure by the Receiving Party the Disclosing Party non-breaching party shall be entitled to seek appropriate equitable relief in addition a court of law in the event of, or to whatever other remedies it might have at law. Upon termination prevent, a breach or expiration threatened breach of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsSection 7.01.
Appears in 3 contracts
Samples: Transition Services Agreement (Discover Financial Services), Transition Services Agreement (Discover Financial Services), Transition Services Agreement (Discover Financial Services)
Confidential Information. Each party agrees that all codeExcept to the extent expressly authorized by this Agreement or otherwise provided herein or agreed in writing by the Parties, inventionsduring the Term and for two (2) years thereafter, know-howeach Party shall keep confidential and shall not publish or otherwise disclosed and shall not use for any purpose other than as permitted in this Agreement any Inventions disclosed to it by the other Party or its Affiliates pursuant to this Agreement, business(collectively, technical and financial information it obtains (“Receiving Party”) from Confidential Information” of the disclosing party (“Disclosing Party”) constitutes ). Each Party shall use at least the same standard of care as it uses to protect proprietary or confidential information of the Disclosing Party (“Confidential Information”)its own, provided but in no event less than reasonable care, to ensure that it is identified as confidential at the time of disclosure its and its Affiliates’ and sublicensees’ employees, previous employees, agents, consultants and other representatives do not disclose or should be reasonably known by the Receiving Party to be Confidential Information due to the nature make any unauthorized use of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without the other Party. Each Party shall promptly notify the other upon discovery of any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not unauthorized use or disclose any disclosure of the other Party’s Confidential Information. The Receiving Parties further acknowledge that each Party has disclosed to the other Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it , prior to receipt the Effective Date, certain confidential information pursuant to that certain Confidential Disclosure Agreement entered into between the Parties as of February 18, 2009, and amended on February 10, 2010 (the “CDA”) that limits the disclosure and use of certain confidential information (as defined in such CDA) by the receiving Party. Any such confidential information earlier disclosed by one Party to the other under such earlier CDA shall be deemed to be the Confidential Information of the disclosing Party as defined in this Agreement and notwithstanding any provisions of the CDA shall be subject to all the terms of this Article 9 and the CDA shall no longer cover such Confidential Information; . The CDA is hereby terminated and of no further force or effect. The terms and conditions of this Agreement (iibut not the existence hereof) is or has become public knowledge through no fault shall be the Confidential Information of both Parties. Any Confidential Information disclosed hereunder shall be the Confidential Information of the Receiving disclosing Party; (iii) . The receiving Party is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access permitted to use such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but Confidential Information only to the minimum extent required to comply with such regulation permitted in this Agreement or order the Secondment Agreement. For purposes of this Article 9, an Excluded Affiliate of TOTAL shall not be considered an Affiliate of TOTAL and with advance notice to the Disclosing shall be treated as a Third Party). The Receiving Any Inventions solely owned by a Party acknowledges that disclosure of hereunder shall constitute Confidential Information would cause substantial harm for which damages alone may not be of such Party and any Inventions jointly owned by a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party hereunder shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration constitute Confidential Information of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsboth Parties.
Appears in 3 contracts
Samples: Collaboration Agreement (Amyris, Inc.), Collaboration Agreement (Amyris, Inc.), Collaboration Agreement (Amyris, Inc.)
Confidential Information. Each (a) Both Parties acknowledge that either party agrees that all code, inventions, know-how, business, technical and financial information it obtains may receive (the “Receiving Party”) Confidential Information (as defined hereinafter) from the disclosing party other Party (the “Disclosing Party”) constitutes during the Term of this Agreement and such Confidential Information will be deemed to have been received in confidence and will be used only for the purposes of this Agreement. The Receiving Party shall use the Disclosing Party’s Confidential Information only to perform its obligations under this Agreement and disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s personnel having a need to know the information for the purpose of this Agreement; provided that Customer acknowledges that certain Confidential Information is disclosed to users of the Services as necessary to provide the Services. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. Upon the Disclosing Party’s written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement except as noted below in Section 6(a)(i) and 6(a)(ii); provided however, the parties agree and acknowledge that it will be infeasible for Castlight to return or destroy PII (as defined below) related to a User that has requested Customer retain information related to such User; and PII stored on encrypted back-up tapes that are stored in a secure location; provided further, however, the Receiving Party shall keep (i) any personally identifiable information and personal health information as defined in 45 CFR section 160.l03 (collectively, “PII”) confidential information in perpetuity; and (ii) any trade secrets of the Disclosing Party confidential as long as such information is deemed a trade secret. (b) The term “Confidential Information”)” includes, provided without limitation, (i) PII; (ii) all information communicated by the Disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it is was identified as such at the time of disclosure; (iii) all information identified as confidential to which Receiving Party has access in connection with the subject matter hereof, whether before or after the Effective Date; and (iv) this Agreement and shall include without limitation, (A) all trade secrets, (B) existing or contemplated products, services, designs, technology, processes, technical data, engineering techniques, methodologies and concepts and any information related thereto, and (C) information relating to business plans, sales or marketing methods and customer lists or requirements. (c) The obligations of either Party under this Article 6 will not apply to information that the Receiving Party can demonstrate (i) was in the possession at the time of disclosure and without restriction as to confidentiality; (ii) at the time of disclosure is generally available to the public or should be reasonably known after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesParty; provided, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized hereinhowever, the Receiving Party will hold in confidence and not use remains subject to confidentiality obligations regardless of its availability to the public or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge availability through no fault of the Receiving Partyunauthorized disclosure; (iii) is rightfully obtained by the Receiving Party has been received from a third party without restriction on disclosure and without breach of any confidentiality obligationagreement or other wrongful act by the Receiving Party; or (iv) is independently developed by employees of the Receiving Party who had no access without regard to such information; the Confidential Information of the other party. (d) In the event the Receiving Party is required by law, regulation, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (vi) give Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (ii) limit the disclosure to minimum amount that is legally required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsdisclosed.
Appears in 3 contracts
Samples: Master Services Agreement, Master Services Agreement (Castlight Health, Inc.), Master Services Agreement (Castlight Health, Inc.)
Confidential Information. Each party agrees that “Confidential Information” is all code, inventions, know-how, business, technical and financial confidential information it obtains (“Receiving Party”) from the disclosing disclosed by a party (“Disclosing Party”) constitutes to the confidential information of the Disclosing Party other party (“Confidential InformationReceiving Party”), provided whether orally or in writing, that it is identified designated as confidential at the time of disclosure or that reasonably should be reasonably known by the Receiving Party understood to be Confidential Information due to confidential given the nature of the information disclosed and the circumstances surrounding the of disclosure. The Your Confidential Information will include Your Data. [COP]’s Confidential Information will include the Services (and any updatesportion thereof), upgradesthe terms and conditions of this Agreement and any Schedules, modificationsand all related Service order forms, derivativesas well as [COP]’s business and marketing plans, specificationstechnology and technical information, technical guidesproduct plans and designs, other software, or other documentation provided and business processes disclosed by Xxxxxx (or its agents) shall be deemed [COP]. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of Xxxxxx without any marking or future designation. Except as expressly authorized hereinobligation owed to the Disclosing Party, (ii) was known to the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt its disclosure by the Disclosing Party without breach of any obligation owed to the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Disclosing Party; , (iii) is rightfully obtained by the Receiving Party received from a third party without breach of any confidentiality obligation; obligation owed to the Disclosing Party, or (iv) is was independently developed by employees of the Receiving Party. The Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant may disclose Confidential Information to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice binding orders of governmental entities that have jurisdiction over it; provided however that, to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedyextent legally permitted by law to do so, and therefore that upon any such disclosure by the Receiving Party gives the Disclosing Party shall be entitled reasonable written notice to allow the Disclosing Party to seek a protective order or other appropriate equitable relief remedy, discloses only such Confidential Information as is required by the governmental entity, and uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information disclosed. You acknowledge that [COP], and its licensors, retain all intellectual property rights and title, in addition to whatever and to, all of their Confidential Information and/or other remedies it might have at lawproprietary information. Upon termination This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or expiration works of this Agreementauthorship developed, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, returnembodied in, or make available to Customer all Customer Materials then practiced in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through connection with the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsprovided by [COP] hereunder.
Appears in 3 contracts
Samples: Master Service Agreement, Ownership Partner Agreement, Master Service Agreement
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical (a) Guarantor and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party Owner agree to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence for a period commencing with the date hereof and not use ending five years from the date of Project Completion any information supplied to it hereunder by the other. Guarantor and Owner hereby further agree to require third parties to enter into appropriate non-disclosure agreements relative to such confidential information as may be communicated to them by Guarantor or Owner; provide, however, that in the event Guarantor or Owner disclose any Confidential Informationconfidential information to a third party pursuant to such non-disclosure agreement, Guarantor or Owner, as the case may be, shall remain liable hereunder for any further disclosure by such third party which is in breach of such non-disclosure agreement or would be in breach of this Section 18 if such further disclosure were made by Guarantor or Owner, as applicable. The Receiving Party’s nondisclosure obligation provisions of this Section 18(a) shall not apply to information which within any one of the Receiving Party can documentfollowing categories: (i) information which was rightfully in its possession or known to it the public domain prior to receipt thereof from the other party or which subsequently becomes part of the Confidential Informationpublic domain by publication or otherwise, except by the receiving party's wrongful act; (ii) is or has become public knowledge through no fault of information which the Receiving Partyreceiving party can show was in its possession prior to its receipt thereof from the other party; (iii) is rightfully obtained information received by the Receiving Party a party from a third party without breach of any a confidentiality obligationobligation with respect thereto known to Owner; (iv) is independently information which the receiving party developed by employees of the Receiving Party who had no access to such informationindependently; or (v) information which a party is required by law to disclose; provide, however, that prior to making any such disclosure under clause (v) of this Section 18(a), such disclosing party shall: (1) provide the other party with timely advance written notice of the confidential information requested by such government authority and such disclosing party's intent to so disclose; (2) minimize the amount of confidential information to be disclosed pursuant provided consistent with the interests of the non-disclosing party and the requirements of the government authority involved; and (3) at the request and expense of the non-disclosing party make every reasonable effort (which shall include participation by the non-disclosing party in discussions with the government authority involved) to secure confidential treatment and minimization of the confidential information to be provided. Neither Guarantor nor Owner shall publish the terms and conditions of this Guaranty, unless the other party provides its express prior written consent thereto; provided, however, that Owner shall be permitted to disclose, subject to the regulationprovisions of this Section 18(a), law, or court order (but only such terms and provisions to the minimum Financing Parties or any applicable rating agency and otherwise to the extent required to comply with such regulation or order and with advance notice to obtain financing for the Disclosing PartyFacility. Notwithstanding any other provision of this Section 18(a). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party Owner shall be entitled permitted to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration summarize the material terms and conditions of this Agreement, if Xxxxxx is Guaranty for purposes of including such summary in possession any offering document associated with the issuance of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request debt by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely owner for the purposes purpose of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsobtaining financing for the Facility.
Appears in 3 contracts
Samples: Agreement (Aes Ironwood LLC), Agreement (Aes Ironwood LLC), Agreement (Aes Ironwood LLC)
Confidential Information. Each During the term of this Agreement and at all times thereafter, each party agrees that all codeand its officers, inventionsdirectors, know-howemployees, parents, subsidiaries, affiliates, Dealers and representatives, (collectively, “Representatives”), shall keep confidential and not make use of any proprietary business, technical financial, technical, economic, sales, and/or other types of proprietary business information, transactions and financial information it obtains data (“Receiving Party”) from including all trade secrets), in whatever form, whether oral, written, or electronic (collectively the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party . Each party agrees to be hold such Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and (i) to take all reasonable precautions to protect such Confidential Information, (ii) not use to divulge any such Confidential Information or any other information derived therefrom to any third person, except such party’s Representatives who have a valid business purpose to have access to the other party’s Confidential Information, except that Corcentric shall not disclose any information relating to DTNA’s pricing policies or prices of its products and services to any employee of Corcentric’s parent company, AmeriQuest Transportation Services, Inc., and (iii) not to make any use whatsoever at any time of such Confidential InformationInformation except as may be necessary or appropriate to fulfill such party’s obligations under this Agreement. The Receiving Party’s nondisclosure obligation This restriction shall not apply to information which any Confidential Information that (a) becomes known generally to the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Partydisclosing party; (iiib) is rightfully obtained required by the Receiving Party from applicable law, legal process, or any order or mandate of a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access court or other governmental authority to such informationbe disclosed; or (vc) reasonably is believed by the disclosing party, based upon the advice of legal counsel, to be required to be disclosed pursuant in defense of a lawsuit or other legal or administrative action; provided, that in the case of clauses (b) or (c), the disclosing party shall provide such notice as is set forth in Section 5.2 of this Agreement. Any employee given access to any such Confidential Information shall be notified of the existence of the obligation to protect same contained in this Confidential Agreement, and each party shall use reasonable efforts to ensure compliance with this provision. Each party acknowledges and agrees that due to the regulationunique nature of the Confidential Information, lawthere can be no adequate remedy at law for any breach of the obligations hereunder, and any such breach may allow one party or court order (but only a third party to compete unfairly resulting in irreparable harm to the minimum extent required to comply with such regulation or order and with advance notice to other party. Notwithstanding any of the Disclosing Party). The Receiving Party acknowledges that disclosure provisions of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedythis agreement, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party damaged party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at lawlaw and to be indemnified from any loss or harm, including, without limitation, lost profits and attorney’s fees, in connection with any breach or enforcement of the disclosing party’s obligations under this paragraph for the unauthorized use or release of any such Confidential Information. Upon termination or expiration A breach of this Section shall constitute a material breach of this Agreement. The parties shall each return all confidential documents (without retaining any copies, if Xxxxxx is extracts or other reproduction in possession whole or in part) upon the termination of any Customer Materials, Xxxxxx this Agreement. The obligations of the parties under this Article shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration survive completion or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthis Agreement.
Appears in 3 contracts
Samples: Application Services Agreement (Ameriquest, Inc.), Application Services Agreement (Ameriquest, Inc.), Application Services Agreement (Ameriquest, Inc.)
Confidential Information. Each party agrees Confidential Information" is defined as information that all codeis proprietary or confidential to a Party. Such information includes, inventionsbut is not limited to, knowa Party’s state and federal tax information, personnel social security numbers, company financial data, intellectual property, and other non-howpublic information owned, businessgenerated, technical and financial information it obtains (“Receiving or stored by a Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential . Any non-public information of any form obtained by any Party or its employees while performing this Agreement, including the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time results of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation services provided by Xxxxxx (or its agents) Palo Alto Networks, shall be deemed Confidential Information. Confidential Information shall not include information that is (a) part of or becomes part of the public domain (other than by disclosure by the receiving Party in violation of this Agreement); (b) previously known to the receiving Party without an obligation of confidentiality; (c) independently developed by the receiving Party outside this Agreement; or (d) rightfully obtained by the receiving Party from third parties without an obligation of confidentiality. Confidential Information also does not include, to the extent You or Counsel are not identified in the information, (i) Threat Actor Data, and (ii) data derived from the Services and used in an aggregated manner (“Aggregated Data”). The parties agree that Palo Alto Networks may use Threat Actor Data and Aggregated Data for Palo Alto Networks’ legitimate business purposes, including operating, providing, maintaining, developing, and improving security technologies and applicable services. During the term of this Agreement, each Party, its employees, consultants, or agents, may be exposed to another Party’s Confidential Information. Each Party agrees to hold the Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving disclosing Party will hold in confidence and not to disclose such information to any third parties or to use or disclose any Confidential Informationthe information for purposes outside the scope of this Agreement. The Receiving Party’s nondisclosure obligation shall not apply to information which At the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration end of this Agreement, or earlier if Xxxxxx is in possession of any Customer Materialsrequested by the disclosing Party, Xxxxxx the receiving Party shall deletepromptly return all Confidential Information as instructed by the disclosing party or, returnat the Disclosing Party’s option, shall destroy all such Confidential Information as the disclosing Party may designate, unless such copies are retained by such Party to comply with their respective internal compliance policies only, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after accordance with applicable law or regulation in which case such Party shall hold any expiration or termination such Confidential Information in accordance with the terms of this Agreement for as long as it maintains the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsConfidential Information.
Appears in 3 contracts
Samples: Unit 42 Master Services Agreement, Unit 42 Master Services Agreement, Unit 42 Master Services Agreement
Confidential Information. Each party agrees that all codeThe provisions of this Section 8 shall supplement Clause 34 of the Framework Agreement as incorporated into the Call-Off Contract. During the course of the Call-Off Contract, inventions, know-how, business, technical and financial information it obtains each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information certain Confidential Information of the Disclosing Party. The Receiving Party (“agrees to protect the Confidential Information”), provided Information in the same manner that it is identified as protects the confidentiality of its own confidential at the time and/or proprietary information of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature like kind, but in no event using less than a reasonable standard of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designationcare. Except as expressly authorized hereinwith the Disclosing Party’s prior written consent, the Receiving Party will hold in confidence and shall not (a) use or disclose any Confidential Information. The Information for any purpose outside the scope of the Call-Off Contract; or (b) disclose or make the Confidential Information available to any party, except on a “need to know” basis to the Receiving Party’s nondisclosure obligation shall not apply employees, contractors, and agents that have signed an agreement containing non-disclosure and non-use provisions substantially similar to information which those set forth herein. If the Receiving Party can document: is required by applicable law or regulation to disclose or otherwise report Confidential Information, it shall provide prompt notice of such required disclosure (ito the extent legally permitted) was rightfully in its possession or known and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to it prior contest the disclosure. Due to receipt the unique nature of the Confidential Information; (ii) is or has become public knowledge through , the Parties agree that there can be no fault of adequate remedy at law for the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without ’s breach of its obligations under this Section, and any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice breach may result in irreparable harm to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedyTherefore, and therefore that upon any such disclosure by the Receiving Party breach or threat thereof, the Disclosing Party shall be entitled to seek injunctive and other appropriate equitable relief in addition to whatever any other remedies it might have at lawavailable to it. Upon termination written request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information in the Receiving Party’s possession or expiration of this Agreementcontrol, if Xxxxxx is and all copies thereof, or, at the Disclosing Party’s option, certify its permanent, secure destruction in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialswriting.
Appears in 2 contracts
Samples: Supplier Terms, assets.applytosupply.digitalmarketplace.service.gov.uk
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical of SLU and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) LICENSEE shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence any Confidential Information (including trade secrets) disclosed by the other or otherwise obtained by such Party from the other Party as a result of this Agreement, and each of SLU and LICENSEE shall protect the confidentiality thereof with the same degree of care that it exercises with respect to its own information of a like nature, but in no event less than reasonable care. LICENSEE shall have the right to provide Confidential Information to its Affiliates and Sublicensees, subject to the confidentiality obligations imposed by this Section. Without the prior written consent of the disclosing Party, a receiving Party shall not use, disclose, or distribute any Confidential Information, in whole or in part, except as required to perform such Party’s obligations under this Agreement or in exercise or furtherance of its rights under this Agreement. Access to the disclosing Party’s Confidential Information shall be restricted to the receiving Party’s employees, agents and consultants, who, in each case, need to have access to carry out a permitted use or disclose any and are bound in writing to maintain the use and confidentiality restrictions of such Confidential Information. The Receiving Party’s nondisclosure obligation obligations set forth in this Section shall not apply survive any termination or expiration of this Agreement in perpetuity (with respect to information which trade secrets and confidential financial information) and for the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt length of the life of the patent (with respect to all other Confidential Information; ). All Confidential Information communicated by SLU to LICENSEE, including, without limitation, information contained in patent applications, shall be received in strict confidence by LICENSEE, used only for the purposes of this Agreement and not disclosed by LICENSEE or its agents or employees (ii“Representatives”) is or has become public knowledge through no fault without the prior written consent of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to SLU, unless such information; or (v) information is required to be disclosed pursuant to the regulation, by law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance provided that LICENSEE shall first give notice to SLU of such disclosure and shall have made a reasonable effort to maintain the Disclosing Party)confidentiality of such information. The Receiving Party acknowledges that disclosure of Nothing contained herein shall prevent LICENSEE from disclosing Confidential Information would cause substantial harm for which damages alone may not to Sublicensees so long as such Sublicensees agree to be a sufficient remedy, and therefore that upon any such disclosure bound by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthese confidentiality provisions.
Appears in 2 contracts
Samples: Exclusive License Agreement (Ultragenyx Pharmaceutical Inc.), Exclusive License Agreement (Ultragenyx Pharmaceutical Inc.)
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. 10.1 The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party Parties will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully maintain the confidentiality of each other’s Confidential Information and not disclose it to any third party, except as authorized by the original disclosing party in its possession or known to it prior to receipt of the Confidential Informationwriting; (ii) is or has become public knowledge through no fault restrict disclosure of Confidential Information only to employees, contract employees and third party contractors CONFIDENTIAL PROPRIETARY CONFIDENTIAL TREATMENT REQUEST who have a “need to know” in order for the party to perform its obligations and exercise its rights under this Agreement, and who are bound to maintain the confidentiality of the Receiving PartyConfidential Information by terms of nondisclosure no less restrictive than those contained herein; (iii) is rightfully obtained by handle Confidential Information with the Receiving Party from a third same degree of care the receiving party without breach of any confidentiality obligation; applies to its own confidential information, but in no event, less than reasonable care, and (iv) is independently developed by employees use Confidential Information only for the purpose of performing, and to the Receiving Party who had no access extent necessary to such informationfulfill, their respective obligations under this Agreement; or (v) is required to be disclosed pursuant to promptly notify the regulation, law, other Party upon discovery of any unauthorized use or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of the Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by take reasonable steps to regain possession of the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination Confidential Information and prevent further unauthorized actions or expiration breaches of this Agreement. Neither Party will reverse engineer, if Xxxxxx de-compile, or disassemble any Confidential Information of the other Party. Confidential Information is in possession and at all times will remain the property of the disclosing Party. No use of any Customer MaterialsConfidential Information is permitted except as expressly provided herein, Xxxxxx shall deleteand no grant under any proprietary rights is hereby given or intended, return, including any license implied or make available to Customer all Customer Materials then in its possessionotherwise. Upon request by Customer within thirty (30) days after any expiration or termination receipt of written request, the applicable Order Formreceiving Party will return to the disclosing Party all Confidential Information, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer along with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialscopies and portions thereof.
Appears in 2 contracts
Samples: Corporate Supply Agreement, Corporate Supply Agreement (Multi Fineline Electronix Inc)
Confidential Information. Each party agrees Supplier and Toyota each acknowledge that they may be furnished with, receive, or otherwise have access to information of or concerning the other Party or its affiliates which such Party considers to be confidential, a trade secret, or otherwise restricted. As used herein, “Confidential Information” means all codeinformation, inventionsin any form, know-how, business, technical and financial information it obtains furnished or made available directly or indirectly by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”)which is marked confidential, provided that it is identified as confidential at the time of disclosure restricted, or should be reasonably known by the Receiving Party to be with a similar designation. Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesalso will include, upgradeswhether or not marked confidential or restricted, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential InformationPurchase Order; (ii) any personally identifiable information or financial information of any customer of Disclosing Party or its affiliates; (iii) all information concerning the operations, affairs, finances, technologies, strategies, intellectual property and business of Disclosing Party or its affiliates, and the customers, employees, dealers and service providers of Disclosing Party or its affiliates, and (iv) Toyota Data and NPPI, each as defined herein. Confidential Information does not include information that: (a) is or has become becomes known to the public knowledge through no fault of the Receiving Party; (iiib) is rightfully obtained already known to the Receiving Party prior to its receipt or becomes known to the Receiving Party by disclosure from a third party who has a lawful right to disclose the information; (c) is known to the Receiving Party from a third party its own independent development without breach of any confidentiality obligation; (iv) is independently developed by employees reference to the Confidential Information of the Disclosing Party, as reasonably established by the Receiving Party who had no access to such informationParty; or (vd) is required authorized to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to by prior written consent of the Disclosing Party). The Receiving Party acknowledges ; provided, however, that disclosure of the foregoing exclusions will not in any event apply to NPPI, which information will always be deemed Toyota’s Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsInformation.
Appears in 2 contracts
Samples: Standard Terms and Conditions of Purchase, Standard Terms and Conditions of Purchase
Confidential Information. Each party agrees that all codeDuring the Agreement Term, inventionseach Party may disclose to the other Party proprietary information, know-howmaterials and technical, businessbusiness and strategic information considered as and marked “confidential”, technical relating to and financial information it obtains including but not limited to MORPHOSYS Technology, Research Data, Research Inventions, Research Materials and Licensed Products (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (collectively, “Confidential Information”). For a period of [***] years after the receipt of any such Confidential Information, except as expressly permitted hereunder, the receiving Party shall keep confidential all such Confidential Information of the other Party and will not disclose such Confidential Information of the other Party to Third Parties by publication or otherwise, except that either Party may disclose the other Party’s Confidential Information, as needed, to its legal or financial advisors, under appropriate confidentiality and non-use restrictions. ONCOMED shall be able to disclose Confidential Information to its Affiliates and Sublicensees on a need to know basis for the performance of this Agreement, provided that it is identified such Affiliates and Sublicensees are bound by substantially equivalent confidentiality obligations as confidential at the time of disclosure or should be reasonably known by the Receiving ONCOMED hereunder. Each Party further agrees not to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed use Confidential Information of Xxxxxx without the other Party for any marking purpose other than conducting research hereunder or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose exercising any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known rights granted to it prior or reserved by it hereunder. For the sake of clarity, MORPHOSYS agrees not to receipt of the Confidential Information; (iiuse Research Data, Research Inventions or Research Materials for any purpose other than conducting any activities permitted under Article 3 or Section 10.4(a) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party10.4(b). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession upon request, each Party shall return to the other Party all copies of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Formrequesting Party’s Confidential Information which is not the subject of a license granted hereunder. Notwithstanding the foregoing, Xxxxxx will either make Customer Materials available it is understood and agreed that the receiving Party’s obligations of confidentiality and nonuse herein shall not apply to Customer through any information which, as can be demonstrated by competent proof: [***] Certain information in this document has been omitted and filed separately with the Services on a limited basis solely for Securities and Exchange Commission. Confidential treatment has been requested with respect to the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsomitted portions.
Appears in 2 contracts
Samples: License Agreement (OncoMed Pharmaceuticals Inc), License Agreement (OncoMed Pharmaceuticals Inc)
Confidential Information. Each By virtue of this Agreement, each party agrees may have access to information that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from is confidential to the disclosing party (“Disclosing Party”) constitutes the confidential information other party. "Confidential Information" shall consist of the Disclosing Party (“Confidential Information”)Application, provided that it is Documentation, the terms and pricing under this Agreement, and all information clearly identified as confidential at the time of disclosure or should be reasonably known by (or, in the Receiving Party to be case of information disclosed orally, within thirty (30) days of the date of disclosure). Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to include information which the Receiving Party can documentthat: (i) was rightfully in its possession is or known to it prior to receipt becomes a part of the Confidential Informationpublic domain through no act or omission of the other party; (ii) is was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or has become public knowledge through no fault of indirectly from the Receiving Partydisclosing party; (iii) is rightfully obtained lawfully disclosed to the other party by the Receiving Party from a third party without breach of any confidentiality obligationrestriction on disclosure; or (iv) is independently developed by employees the other party. HSNS shall not disclose the results of any Application benchmark tests to any third party without E.piphany's prior written approval. The parties agree to hold each other's Confidential Information in confidence for a period of five (5) years after disclosure of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm or for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon period of two (2) years after termination or expiration of this Agreement, if Xxxxxx whichever is earlier. The parties agree, unless required by law (in possession which event, the receiving party will notify the disclosing party of such requirement in sufficient time for the disclosing party to seek a protective order or take similar action), not to make each other's Confidential Information available in any Customer Materialsform to any third party for any purpose, Xxxxxx shall delete, return, except that access to and the use of Confidential Information may be provided to those third parties that: (i) provide services to the recipient of Confidential Information; (ii) have a need to use and access such Confidential Information in providing such services; and (iii) are bound by an obligation of confidentiality at least as restrictive as the confidentiality restrictions of this Agreement. Each party agrees to take all reasonable steps required to ensure that Confidential Information is not disclosed or make available to Customer all Customer Materials then distributed by its employees or agents in its possession. Upon request by Customer within thirty (30) days after any expiration or termination violation of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes terms of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsthis Agreement.
Appears in 2 contracts
Samples: Outsourcing Agreement (High Speed Net Solutions Inc), Outsourcing Agreement (High Speed Net Solutions Inc)
Confidential Information. Each From time to time during the Evaluation Period, either party agrees that all codemay disclose or make available to the other party information about its business affairs, inventionsproducts, knowconfidential intellectual property, trade secrets, third-howparty confidential information, businessand other sensitive or proprietary information, technical and financial information it obtains whether orally or in written, electronic, or other form or media whether or not marked, designated or otherwise identified as "confidential" (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“collectively, "Confidential Information”"). Confidential Information does not include information that, provided that it is identified as confidential at the time of disclosure or should be reasonably is: (a) in the public domain; (b) known by the Receiving Party to be Confidential Information due to the nature receiving party at the time of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iic) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party receiving party on a non-confidential basis from a third party without breach of any confidentiality obligationparty; or (ivd) is independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party who had no access party making the disclosure pursuant to such informationthe order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (vii) is to establish a party's rights under this Agreement, including to make required to be disclosed pursuant court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the regulationdisclosing party all copies, lawwhether in written, electronic, or court order (but only other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the minimum extent required disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to comply with such regulation or order Confidential Information are effective as of the Effective Date and with advance notice will expire five years from the date first disclosed to the Disclosing Party). The Receiving Party acknowledges that disclosure of receiving party; provided, however, with respect to any Confidential Information would cause substantial harm for which damages alone may not be that constitutes a sufficient remedytrade secret (as determined under applicable law), and therefore that upon any such obligations of non-disclosure by will survive the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available Agreement for as long as such Confidential Information remains subject to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the trade secret protection under applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialslaw.
Appears in 2 contracts
Samples: Software Evaluation License Agreement, Software Evaluation License Agreement
Confidential Information. Each party has disclosed (prior to the commencement of this Agreement) and may disclose Confidential Information to the other party which it intends the other party to maintain in confidence, and each party agrees that to comply with the provisions of this Section 15 with respect to all codesuch Confidential Information. As used herein, each party which discloses such information is referred to as a "Disclosing Party" and each party which receives such information is referred to as a "Receiving Party." "Confidential Information" means Disclosing Party's confidential and proprietary inventions, products, designs and ideas, including computer software, functionality, concepts, processes, internal structure, external elements, user interfaces, technology and documentation, as well as confidential and proprietary information relating to Disclosing Party's operations, plans, opportunities, finances, research, technology, developments, know-how, businesspersonnel, technical and financial any third party confidential information it obtains (“disclosed to Receiving Party”) from . Without limiting the disclosing party foregoing definition, the Licensed Software, the Documentation (“Disclosing Party”) constitutes except Documentation reasonably expected to be provided to End Users regarding the confidential information use of the Disclosing Party (“Licensed Software) and all Packets are "Confidential Information”)" of the Licensor. The terms and conditions of this Agreement are also "Confidential Information." However, provided that it is identified as confidential at "Confidential Information" shall not include information (a) already lawfully known to Receiving Party if the time of disclosure or should be reasonably known Receiving Party does not then have a duty to maintain its confidentiality, (b) developed independently by the Receiving Party to be Confidential Information due Party, (c) generally known to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iiid) is rightfully lawfully obtained by the Receiving Party from a third party without breach of any confidentiality obligationnot obligated to preserve its confidentiality; (ive) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, by law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice of a court of competent jurisdiction or other governmental authority (except that prior to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party shall give the Disclosing Party shall be entitled notice thereof and afford the Disclosing Party the opportunity to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of oppose any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsdisclosure).
Appears in 2 contracts
Samples: Software License Agreement (Orbitz Inc), Software License Agreement (Orbitz Inc)
Confidential Information. Each During the term hereof and thereafter, each party agrees that to keep secret all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information Confidential Information of the Disclosing Party (“other and to take all steps and institute any internal secrecy procedures which may be necessary to maintain the secrecy of the Confidential Information of the other and further agrees that it shall not use the Confidential Information except in connection with the performance of its obligations under this Agreement. Upon termination of this Agreement, each party shall immediately cease to use the Confidential Information of the other and shall return to the other all documents and copies in its possession or control which in any way embody or evidence the Confidential Information”). As used herein, the term "Confidential Information" shall mean all information disclosed to a party or otherwise acquired by a party in connection with the other party Agreement, concerning or relating in any way to the markets, customers, Products, procedures, plans, operating experience, marketing strategies, organization, employees, financial conditions or plans or business of the other party, its subsidiaries or Affiliates, provided that it same is identified marked as confidential "Confidential" at the time of Ciralight Global, Inc. International Distribution Agreement disclosure or should be otherwise reasonably known by the Receiving Party ought to be Confidential Information due to the treated as confidential given its nature of the information disclosed and the circumstances surrounding the of its disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, except for such knowledge or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can documentwhich: (i) was rightfully in its possession is or later becomes publicly known to it prior to receipt under circumstances involving no breach of this Agreement by the Confidential Informationreceiving party; (ii) is was already known to the receiving party at the time it received the information or has become public knowledge through no fault of the Receiving Partyknowledge; (iii) is rightfully obtained made available to the receiving party by the Receiving Party from a third party without secrecy obligation and without breach of any confidentiality obligationits obligations to the disclosing party; or (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) receiving party is required by law to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsdivulge.
Appears in 2 contracts
Samples: International Distribution Agreement (Ciralight Global, Inc.), International Distribution Agreement (Ciralight Global, Inc.)
Confidential Information. Each For the period commencing on the date this Agreement is first signed by both parties and ending seven (7) years following the expiration or earlier termination hereof, a party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“the "Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents") shall be deemed maintain in confidence the Confidential Information of Xxxxxx without any marking the other party, and shall not disclose, use, or future designation. Except grant the use of the Confidential Information of the other party (the "Disclosing Party") except on a need-to-know basis to its (and its Affiliates') directors, officers and employees, and to its consultants and to other Third Parties, and then only to the extent that such disclosure or use is reasonably necessary in connection with such party's activities as expressly authorized hereinby this Agreement. To the extent that disclosure to any Person is authorized by this Agreement, prior to disclosure, the Receiving Party will shall obtain written agreement of such Person to hold in confidence and not disclose, use or disclose grant the use of the Confidential Information of the other party except as expressly permitted under this Agreement. The parties agree that the term of the non-disclosure and non-use obligations of a Third Party will end seven (7) years after the end of the contractual arrangement with such Third Party. Each Receiving Party shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which Upon the Receiving Party can document: (i) was rightfully in its possession expiration or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon earlier termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx each party shall delete, return, or make available return to Customer the other party all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination tangible items regarding the Confidential Information of the applicable Order Formother party and all copies thereof; provided, Xxxxxx will either make Customer Materials available however, that each Receiving Party shall have the right to Customer through the Services on a limited basis solely retain one (1) copy for its legal files for the purposes sole purpose of data retrieval or will reasonably assist Customer with such retrievaldetermining its obligations hereunder. After such thirty (30) day periodNotwithstanding the foregoing and Section 1.23, Xxxxxx will unless otherwise mutually agreed in writing, neither party shall have no any obligation to maintain the other party pursuant to this Article 8 or provide any Customer Materials andpursuant to Article 9 with respect to use of Confidential Information of the Disclosing Party unless, unless legally prohibitedprior to disclosure, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialssuch Confidential Information is specifically identified in writing to the Receiving Party and the Receiving Party agrees in writing to accept such Confidential Information.
Appears in 2 contracts
Samples: Agreement (Gen Probe Inc), Agreement (Gen Probe Inc)
Confidential Information. Each party agrees The Parties acknowledge and agree that all codein the course of performing Services hereunder, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the either Party may be exposed to or be given confidential or proprietary information of the Disclosing other Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party . The Parties agree to be hold all Confidential Information due to in secrecy for a period of ten (10) years from the nature effective date of the expiration or earlier termination of this Agreement and shall disclose Confidential Information to third parties only on a need-to-know basis. Without limiting the generality of the foregoing, Confidential Information shall include, without limitation, financial information, protocols, brochures, formulations, research and development programs, methodology, testing techniques, analytical test method, test samples and prototypes, information disclosed and the circumstances surrounding the disclosure. The Services and any updatesgathered or viewed during a site visit, upgradesaudit or inspection of a Party, modificationsanalyses, derivatives, specifications, technical guides, other software, source codes and technological or other documentation provided by Xxxxxx (or its agents) know-how. Confidential Information shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, to be all such information given by the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply disclosing party to the receiving party except for information which the Receiving Party can document: is (i) was rightfully publicly available or later becomes publicly available through no fault of the receiving party; (ii) obtained by the receiving party from a third party entitled to disclose it; (iii) already in possession of the receiving party as indicated in its possession or known to it prior to receipt written records; (iv) independently developed by the receiving party without use of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required by any law, rule, regulation, order, decision, decree, or subpoena or other judicial, administrative, or legal process to be disclosed pursuant to the regulationdisclosed. Both Parties shall ensure that all of its officers, lawemployees, consultants, agents, investigators or court order (but only to the minimum extent required to comply with contractors who receive such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not understand and shall be a sufficient remedy, and therefore that upon any such disclosure bound by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration confidentiality provisions of this Agreement. Unless otherwise agreed in writing, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or the termination of the applicable Order FormAgreement or the written request by the disclosing party, Xxxxxx will either make Customer Materials the receiving party shall return to the disclosing party all Confidential Information in documentary or permanent form including any and all copies thereof, except for one archival copy that the receiving party can keep for its records (which may be electronic). The Parties agree that each party is and shall remain the exclusive owner of its own Confidential Information and all patent, copyright, trade secret and other intellectual property rights therein unless and until a further agreement is executed. The Parties acknowledge that any violation of the terms of this Section 5.0 may result in irreparable injury and damage to disclosing party that is not adequately compensable in money damages, and for which disclosing party may have no adequate remedy at law. Accordingly, the receiving party agrees that the disclosing party shall be entitled to seek (without waiving any additional rights or remedies, including monetary damages, otherwise available to Customer through the Services on disclosing party at law, in equity, or by statute) preliminary and permanent injunctive relief in the event of a limited basis solely for breach or intended or threatened breach by the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsreceiving party.
Appears in 2 contracts
Samples: Service Agreement (Neurotrope Bioscience, Inc.), Service Agreement (Neurotrope Bioscience, Inc.)
Confidential Information. Each party agrees has disclosed (prior to the commencement of this Agreement) and may disclose Confidential Information (as defined below) to the other party that all codethe other party shall maintain in confidence in accordance with the provisions of this Section 12. As used herein, each party which discloses such information is referred to as a “Disclosing Party” and each party which receives such information is referred to as a “Receiving Party.” “Confidential Information” means Disclosing Party’s confidential and proprietary inventions, products, designs and ideas, including computer software, functionality, concepts, processes, internal structure, external elements, user interfaces, technology and documentation, as well as confidential and proprietary information relating to Disclosing Party’s operations, plans, opportunities, finances, research, technology, developments, know-how, businesspersonnel, technical and financial any third party confidential information it obtains (“disclosed to Receiving Party”) from . Without limiting the disclosing party foregoing definition, the Licensed Software and the Documentation (“Disclosing Party”) constitutes except Documentation reasonably expected to be provided to Online Users regarding the confidential information use of the Disclosing Party (Licensed Software) are “Confidential Information”)” of ITA. In addition, provided information about private fares that it Galileo makes available to certain customers is identified as confidential at “Confidential Information” of Galileo that may not be disclosed to any other parties. The terms and conditions of this Agreement are also “Confidential Information.” However, “Confidential Information” shall not include information (a) already lawfully known to Receiving Party if the time of disclosure or should be reasonably known Receiving Party does not then have a duty to maintain its confidentiality, (b) developed independently by the Receiving Party to be Confidential Information due Party, (c) generally known to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iiid) is rightfully lawfully obtained by the Receiving Party from a third party without breach of any confidentiality obligationnot obligated to preserve its confidentiality; (ive) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, by law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice of a court of competent jurisdiction or other governmental authority (except that prior to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party shall give the Disclosing Party shall be entitled notice thereof and afford the Disclosing Party the opportunity to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of oppose any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsdisclosure).
Appears in 2 contracts
Samples: Software License Agreement (Orbitz Worldwide, Inc.), Software License Agreement (Orbitz Worldwide, Inc.)
Confidential Information. Each It is anticipated that during the performance of this Master Agreement and any Services Exhibit, CONA or Bottler may disclose to the other or the receiving party agrees that all code, inventions, know-how, may come in contact with or observe certain confidential business, technical and or financial information it obtains (“Receiving Party”) which is the property of the disclosing party. With respect to the terms and conditions of this Master Agreement, as well as the terms and conditions of the Services Exhibits and the Appendices attached hereto from time to time, and any other information that the disclosing party identifies in writing at the time of disclosure as confidential or within thirty (“Disclosing Party”30) constitutes the days from an oral disclosure, or is reasonably identifiable as confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified the receiving party will exercise the same degree of care and control to maintain such information in confidence and prevent disclosure thereof to third parties as confidential at the time of disclosure or should be reasonably known by the Receiving Party receiving party normally uses to be Confidential Information due to the nature of the information disclosed preserve and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or protect its agents) shall be deemed own Confidential Information of Xxxxxx without any marking or future designationa similar nature during the Master Agreement Term and, except as required under Section 12.03, for a period of five (5) years thereafter, but in no event will such care and control be less than reasonable industry standards. Except as expressly authorized herein, the Receiving Party No party will hold be obligated to maintain in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can documentconfidence: (i) was rightfully in its possession information which is, or known to it prior to receipt subsequently becomes, within the knowledge of the Confidential Information; (ii) is or has become public knowledge generally through no fault of the Receiving Partyreceiving party; (ii) information which the receiving party can show was previously known to it as a matter of record at the time of receipt; (iii) information which is rightfully obtained by the Receiving Party lawfully from a third party without breach who is not under an obligation of any confidentiality obligationto the disclosing party; (iv) information which is independently developed as a matter of record by employees the receiving party without the use of the Receiving Party who had no access disclosing party’s Confidential Information; (v) information which is disclosed to such informationa third party by the disclosing party without a corresponding obligation of confidence; or (vvi) information which is required to be disclosed pursuant to the regulation, law, requirement of a government or court order (but only regulatory agency or national securities exchange or by operation of law subject to prior consultation with the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsdisclosing party’s legal counsel.
Appears in 2 contracts
Samples: Master Services Agreement (Coca Cola Bottling Co Consolidated /De/), Master Services Agreement (Coca Cola Bottling Co Consolidated /De/)
Confidential Information. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes or the Disclosing Party’s Affiliates constitute the confidential information property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesSoftware, upgrades, modifications, derivatives, specificationsDocumentation, technical guides, information and other software, code or other documentation data of any type provided by Xxxxxx Exasol (or its agents) shall without any further labeling or marking be deemed trade secret and Confidential Information of Xxxxxx Exasol without any marking or future further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Affiliates of the Receiving Party will not considered to be a third party according to this Section, but the Receiving Party shall procure that its Affiliates comply with this Section 9. The Receiving Party’s nondisclosure non-disclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is . In addition, Receiving Party may disclose Confidential Information if so required to be disclosed pursuant to the a regulation, law, law or court order (order, but only to the minimum extent required to comply with such regulation or order and (to the extent permissible) with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which to the Disclosing Party that could not be remedied by the payment of damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.
Appears in 2 contracts
Samples: General Terms And, General Terms And
Confidential Information. Each party Party agrees that all code, inventions, know-how, business, technical and financial the following information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing disclosed by one Party (“disclosing Party) to another Party (receiving Party) is confidential (Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed ) and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be disclosed except in accordance with clause 19.3: information disclosed during the course of a sufficient remedySurvey and the contents of any Survey Report provided under this PSHA, including any Sensitive Heritage Information; and therefore that upon any such disclosure information given by the Receiving Proponent to the PBC in respect of the Activities of the Proponent where the Proponent advises the PBC that the relevant information is confidential; and the information described in clause 19.2; and any other information disclosed by one Party to another under this PSHA which is identified by the Disclosing disclosing Party shall as confidential, but not including information: the receiving Party, prior to disclosure, already knew or created (whether alone or jointly with any third person) independently of the disclosing Party; or that is public knowledge (otherwise than as a result of a breach of confidentiality by the receiving Party or any of its permitted disclosees). Unrelated information obtained during Survey is confidential In the course of a Survey being conducted the Aboriginal Heritage Liaison Officer may obtain, or cause to be entitled obtained, information in relation to seek appropriate equitable relief the native title rights and interests of the Native Title Group that is not related to the purpose of the Survey. Such information is separate from the Survey and is confidential to the Native Title Group. Permitted disclosure Subject to clauses 19.3(b) and 19.3(c) and 19.4, a receiving Party may disclose Confidential Information in addition any of the following circumstances: if it has the prior written consent of the Party which provided the information; to whatever other remedies it might have at law. Upon termination the extent required by any law or expiration applicable securities regulation or rule; to the extent that the information is reasonably necessary for any processes or applications under any native title laws or related to any statutory approvals; in connection with any dispute or litigation concerning this PSHA or its subject matter; to the receiving Party’s members, officers, employees, agents, auditors, advisers, financiers, consultants, contractors and related bodies corporate, or, a Principal Aboriginal Heritage Consultant or Aboriginal Heritage Service Provider appointed under this PSHA; where the receiving Party is the Proponent, to a bona fide proposed assignee of the Proponent’s rights or obligations under this PSHA; where the disclosure is for the purpose of managing or planning any existing, planned or potential Activity; to a proposed registered native title body corporate assignee of the PBC’s rights, title and interests under this PSHA; in accordance with clause 19.5; where disclosure is required by the Proponent to any judicial, legislative or executive arm of the Government of Western Australia or of the Commonwealth of Australia; and as otherwise permitted or required by the terms of this AgreementPSHA. To avoid doubt, if Xxxxxx where the Confidential Information is contained in possession of any Customer Materialsa Survey Report, Xxxxxx shall deletethen the Proponent may disclose that Confidential Information to the DAA and ACMC, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely including for the purposes of data retrieval the Proponent: making an Aboriginal Heritage Act Section 16 Application or will reasonably assist Customer an Aboriginal Heritage Act Section 18 Application; providing a copy of each Survey Report to the DAA for DAA’s collection of Aboriginal Heritage Survey reports; and seeking any necessary or desirable statutory approvals or pursuing any rights under law, including under the Aboriginal Heritage Act. To avoid doubt, except for the circumstances described in clause 19.3(b), disclosure of Sensitive Heritage Information may only occur if the PBC consents to the form and content of the disclosure or the disclosure is required by any law or applicable securities regulation or rule. The PBC must inform the Proponent of any information which it discloses during the course of the Survey to the Proponent, including by inclusion in a Survey Report, which comprises Sensitive Heritage Information. Disclosure requirements Before making any disclosure to a person under clause 19.3, the receiving Party must: in each case, inform the entity or person to whom the Confidential Information is being disclosed of the receiving Party's obligations under this PSHA; before doing so notify the disclosing Party and give that Party a reasonable opportunity to take any steps that that Party considers necessary to protect the confidentiality of that information; and in the case of a disclosure to a person or entity under clauses 19.3(a)(v), 19.3(a)(vi), 19.3(a)(vii) or 19.3(a)(viii), but with the exception of employees or officers of a receiving Party, procure that the person or entity executes a deed with the disclosing Party in such retrieval. After such thirty form acceptable to the disclosing Party (30acting reasonably) day period, Xxxxxx will have no obligation to maintain imposing on the person or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsentity an undertaking of confidentiality having substantially similar effect as this clause 19.
Appears in 2 contracts
Samples: www.dmp.wa.gov.au, dmp.wa.gov.au
Confidential Information. Each Neither party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any of the other party’s Confidential Information received by it without the prior written consent of the other party. Except as provided in the following sentence, nothing contained in this Article shall be construed to restrict the Parties from disclosing Confidential Information as is reasonably necessary to perform acts expressly permitted by this Agreement or such acts the Parties’ could reasonably expect to be performed in conjunction with the approval and/or manufacture of Bulk Drug Substance and/or any Product. However, if either party is required or feels it necessary to disclose any of the other party’s Confidential Information received by it pursuant to this Agreement (whether by audit or otherwise) to any Third Party or governmental authority or agency in compliance with any federal, state and/or local laws and/or regulations, or pursuant to an order of a court of competent jurisdiction, the disclosing party shall first notify the party owning such Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it , prior to receipt any such disclosure, in order to afford the disclosing party a reasonable opportunity to obtain a protective order as to such information and will use reasonable efforts to obtain reliable assurance that the information disclosed will be treated confidentially. In any event, each party shall make any disclosures of the other party’s Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained Information received by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed it pursuant to the regulation, law, or court order (but this Agreement only to the minimum extent required, and only to such persons who have a need to know. The obligations of each party relating to the other party’s Confidential Information shall expire ten (10) years after termination of this Agreement. The disclosure of Confidential Information shall not constitute the grant of any license or any other rights, or generate any business arrangements, unless specifically set forth herein or in another writing. Neither party shall disclose the existence or any terms and conditions of this Agreement except (a) with the other party’s prior written consent or (b) as required to comply with such regulation foreign, federal, state or order local laws and with advance notice to the Disclosing Partyregulations (including, without limitation, federal and state securities laws and regulations). The Receiving Party Each party acknowledges that disclosure the remedy at law for any breach of Confidential Information this Article 11 would cause substantial harm for which damages alone may not be a sufficient remedyinadequate, and therefore the full amount of damages that upon any may result from such disclosure breach is not readily susceptible to being measured in monetary terms. Accordingly, in the event of a breach or threatened breach by either party of this Article 11, the Receiving Party the Disclosing Party other party shall be entitled to seek appropriate equitable immediate injunctive relief prohibiting any such breach and requiring the immediate return of all Confidential Information. Such remedies shall be in addition to whatever any other remedies it might have at lawthat may be available. Upon termination or expiration [ * ] designated portions of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available document have been omitted pursuant to Customer all Customer Materials then in its possession. Upon a request by Customer within thirty (30) days after any expiration or termination of for confidential treatment filed separately with the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsCommission.
Appears in 2 contracts
Samples: Development and Supply Agreement, Development and Supply Agreement (Zymogenetics Inc)
Confidential Information. Each party agrees activity with respect to the Confidential Information that all codeis not specifically authorized by this Agreement; (iii) prevent the disclosure of any Confidential Information to any other Person; and (iv) ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, inventionshowever, know-how, business, technical and financial information it obtains that such restriction shall not apply to any Confidential Information which is (“Receiving Party”a) from independently developed by the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing receiving Party (“without reference to Confidential Information”), provided that it is identified as confidential (b) in the public domain at the time of disclosure its receipt or should be reasonably known by the Receiving Party to be Confidential Information due to the nature thereafter becomes part of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge domain through no fault of the Receiving receiving Party; , (iiic) is rightfully obtained by the Receiving Party received without an obligation of confidentiality from a third party without breach having the right to disclose such information, (d) released from the restrictions of any confidentiality obligation; (iv) is independently developed this Section 5.3 by employees the express written consent of the Receiving Party who had no access disclosing Party, (e) disclosed to any actual or prospective permitted Partner, assignee, sublicensee or subcontractor of either PerSeptive or ChemGenics hereunder or under the Master Agreement (if such information; actual or prospective Partner, assignee, sublicense or subcontractor is subject to the provisions of this Section 5.3 or comparable provisions of such other documents), or (vf) is required by law, statute, rule or court order to be disclosed pursuant (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any such disclosure) and shall notify the regulation, law, other party in writing of the request or court order (but only requirement as soon as feasible so that such other party may make timely effort to protect or limit the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that conditions of disclosure of its Confidential Information. Notwithstanding clause (e), ChemGenics shall not have the right to disclose Confidential Information would cause substantial harm for of PerSeptive to a prospective Partner, assignee, licensee or subcontractor which damages alone may not be is a sufficient remedyPerSeptive Competitor unless and until such Person becomes an actual Partner, and therefore that upon any such disclosure by assignee, licensee or subcontractor. Without limiting the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination generality of the applicable Order Formforegoing, Xxxxxx will either make Customer Materials available PerSeptive and ChemGenics each shall use its commercially reasonable efforts to Customer through obtain confidentiality agreements from its respective Partners, employees and agents, similar in scope to this Section 5.3, to protect the Services on a limited basis solely Confidential Information, including in the case of ChemGenics, commercially reasonable efforts to obtain the agreement of Partners who are PerSeptive Competitors to not give access to Confidential Information of PerSeptive to persons who are engaged in the portions of the Partner's business which competes with the business of PerSeptive in the PerSeptive Field. ChemGenics shall not use PerSeptive's Confidential Information for any purpose outside the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsField.
Appears in 2 contracts
Samples: License Agreement (Chemgenics Pharmaceuticals Inc), License Agreement (Millennium Pharmaceuticals Inc)
Confidential Information. Each party acknowledges and accepts the responsibility to maintain all Confidential Information of the other party in confidence and to prevent its unauthorized use or disclosure taking those measures the receiving party uses to protect its own similar confidential information and in any event, using no less than a reasonable degree of care. Without limiting the foregoing, each party agrees that all codeit shall not publish, inventionsdisclose or otherwise provide to any person (except employees and contractors of such party with a legitimate need to know and who are bound by legal or fiduciary obligations of confidentiality to the receiving party or have entered into a written agreement with the receiving party containing confidentiality provisions covering the Confidential Information that are at least as restrictive as those set forth in this Agreement, know-howin which case such party shall be responsible for breach of this clause by the person who received the Confidential Information), businessor use for any purpose other than those purposes contemplated by this Agreement, technical and financial information any Confidential Information it obtains receives hereunder; provided, however that neither party shall have an obligation to protect Confidential Information received from the other when such information: (“Receiving Party”1) was in the receiving party's possession at the time it was received from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationparty; (ii2) is or has become becomes a matter of public knowledge through no fault wrongdoing of the Receiving Partyreceiving party; (iii3) is rightfully obtained provided to the receiving party by the Receiving Party from a third party without breach restrictions of any confidentiality obligationconfidentiality; (iv4) is independently developed by employees the receiving party without breach of the Receiving Party who had no access to such informationthis Agreement; or (v5) is required to be disclosed pursuant by the first party by operation of law in which event the receiving party shall provide the disclosing party with prompt written notice of such requirement and shall cooperate with the disclosing party in taking such steps as may be reasonably indicated to maintain the regulation, law, or court order (but only confidentiality of the information subject to the minimum extent required disclosure. No party can be found in violation of this section if it is compelled by law to comply with such regulation or order and with advance notice to the Disclosing Party)make a disclosure. The Receiving Party Each party acknowledges that disclosure violations of Confidential Information would the terms hereof may cause substantial harm the other immediate and irreparable damage for which monetary damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by inadequate for which the Receiving Party the Disclosing Party shall be other party is entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration injunctive relief, without the requirement of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on posting a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsbond.
Appears in 2 contracts
Confidential Information. Each Except for those disclosures and/or uses expressly permitted under this Agreement and the accompanying exhibits hereto (including, without limitation, Manager’s right to use the Technology Systems at Other Manager Properties as described herein), Owner and Manager agree that any confidential, non-public or proprietary information in any form or media (including oral, written, computerized or electronic) received, shared or made available by the other Party during the performance of this Agreement, regarding Manager, on the one hand, and Owner or any Property Owner, on the other hand, whether or not marked or identified as confidential, or similar information provided to a Party by a third party agrees that all code, inventions, know-how, business, technical and financial information it obtains with an obligation of confidentiality (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should will be reasonably known treated by the other Party (the “Receiving Party”) in full confidence and will not be (a) used for any purpose other than to perform hereunder or (b) disclosed, provided or made available to any other Persons, other than (x) a Party’s employees and attorneys (and, subject to reasonable confidentiality agreements to be provided upon request, contractors), on a “need to know” basis for a Party to be Confidential Information due perform hereunder or (y) to the nature of the information disclosed Owner’s lenders and the circumstances surrounding the disclosureother financing sources. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any “Confidential Information. The Receiving Party’s nondisclosure obligation shall ” will not apply to include any information which the Receiving Party can document: that (i) was rightfully in its possession or known to it prior to receipt of the is independently developed by a Party without reliance on Confidential Information; (ii) is acquired by a Party from another legitimate source; (iii) is disclosed by a disclosing Party to another person without a further obligation of confidentiality; (iv) becomes generally known to the industry or has become public knowledge through no fault of the Receiving disclosing Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed to enforce a Party’s rights under this Agreement; or (vi) is required to be disclosed pursuant to the regulationany Legal Requirement, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The provided that any Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedysubject to such Legal Requirement (including interrogatories, document requests, subpoenas, civil investigative demands or similar processes) shall promptly notify the other Party and therefore that upon cooperate with any attempt by such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at lawa protective order. Upon This provision shall survive the termination or expiration of this Agreement, if Xxxxxx is in possession Agreement for a period of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty two (302) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsyears.
Appears in 2 contracts
Samples: Management Agreement (Station Casinos LLC), Management Agreement (Station Casinos LLC)
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains The parties (each a “Receiving Party”) from acknowledge that each has been informed that it is the disclosing policy of the other party (each a “Disclosing Party”) constitutes to maintain as secret and confidential all information relating to the confidential business, products, services, costs, marketing, information pertaining to both on-site and online students’ admissions, performance, and post-graduation outcomes (as set forth in Section 2 above) as well as all information (including, but not limited to, academic as well as personal contact and financial information) pertaining to all faculty, staff, on-site students, on-line students, Hosts, and Internship participants, and future plans of a Disclosing Party, except such information as becomes publicly known other than through the action of the Disclosing Receiving Party (all such information is referred to in this Agreement as “Confidential Information”), provided and further acknowledges that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be such Confidential Information due is of great value to the nature of the information disclosed and the circumstances surrounding the disclosurea Disclosing Party. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) terms of this Agreement shall be deemed Confidential Information included in the definition of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The parties recognize that in negotiating and carrying out the terms of this Agreement, each Receiving Party has and will acquire Confidential Information as aforesaid. Each Receiving Party confirms that it is reasonably necessary to protect each Disclosing Party’s nondisclosure obligation Confidential Information and associated goodwill, and accordingly: Each Receiving Party shall not apply to information which directly or indirectly (except where authorized by the Receiving Disclosing Party can document: (i) was rightfully in its possession or known to it prior to receipt writing for the benefit of the Confidential Information; (ii) is Disclosing Party), for or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees on behalf of the Receiving Party who had no access or any Person for any reason, divulge any of the Disclosing Party’s Confidential Information to such information; or any Person other than the Disclosing Party (v) is hereinafter referred to collectively as a “Third Party”), except as required to be disclosed pursuant to the regulation, by law, or court order (but in which case, when possible, only to the minimum extent required to comply with such regulation or order and with advance after providing prior notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would , or use or cause substantial harm for which damages alone may not be a sufficient remedyto authorize any Third Parties to use, and therefore that upon any such disclosure Confidential Information, or any other information regarded as confidential and valuable by the Disclosing Party that the Receiving Party knows or should know is regarded as confidential and valuable by the Disclosing Party shall be entitled (whether or not any of the foregoing information is actually novel or unique or is actually known to seek appropriate equitable relief in addition to whatever other remedies it might have at lawothers and whether or not the Confidential Information is labeled as confidential). Upon termination or expiration of this AgreementEach Receiving Party shall, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any upon the expiration or termination of this Agreement for any reason, forthwith deliver up to the applicable Order FormDisclosing Party, Xxxxxx will either make Customer Materials available or destroy or delete, any and all documents and materials, or copies thereof, in electronic format or otherwise, in Receiving Party’s possession or under its control that relate to Customer through any Confidential Information or that are otherwise the Services on a limited basis solely property of the Disclosing Party, provided that the Receiving Party may maintain one copy of records containing Confidential Information for the archival purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsonly.
Appears in 2 contracts
Samples: Master Services Agreement (2U, Inc.), Master Services Agreement (2U, Inc.)
Confidential Information. A party's "Confidential Information" is defined as any confidential or proprietary information of a party which is disclosed to the other party and is treated as secret by the disclosing party. Each party agrees will protect the other party's Confidential Information with at least the same level of care that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential uses to protect its own information of a similar nature, but in no event less than a reasonable standard of care, and will not disclose the Disclosing Party Confidential Information to third parties nor use the other party's Confidential Information for any purpose other than as required to perform under this Agreement. Notwithstanding the foregoing, either party may disclose the other party's Confidential Information to its Affiliates and/or subcontractors who have a need to know such Confidential Information and who agree to observe and abide by the confidentiality obligations under this Agreement. Confidential Information does not include information which (“Confidential Information”), provided that it a) is identified as confidential at the time of disclosure or should be reasonably already known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updatesrecipient, upgrades(b) becomes, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no act or fault of the Receiving Party; recipient, publicly known or available, (iiic) is rightfully obtained received by the Receiving Party recipient from a third party without breach of any confidentiality obligation; a restriction on disclosure or use, or (ivd) is independently developed by employees recipient without reference to the Confidential Information. The restrictions on the disclosure of the Receiving Party who had no access Confidential Information will not apply to such information; or (v) Confidential Information which is required to be disclosed pursuant by a court or government agency; however, the party obligated to disclose the other party's Confidential Information in those circumstances will promptly notify the other party so that party may seek a protective order and will make a reasonable effort itself to obtain a protective order for or otherwise protect the Confidential Information. The parties' confidentiality obligations under this Section 9 will continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and will continue with regard to the regulation, lawConfidential Information which does not rise to the level of a trade secret for the earlier to occur of (y) the information no longer qualifies as Confidential Information, or court order (but only z) two (2) years following the termination of this Agreement. Each party acknowledges that breach of this Section 9 could cause irreparable harm to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm other party for which monetary damages alone may not be a sufficient difficult to ascertain or an inadequate remedy. Each party therefore agrees that the disclosing party may, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever any other remedies it might have at law. Upon termination rights and remedies, seek injunctive relief for any threatened of actual violation or expiration breach of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsSection 9.
Appears in 2 contracts
Samples: Services Agreement (Intersections Inc), Services Agreement (Intersections Inc)
Confidential Information. Each party agrees that all codeThe term “Confidential Information” shall include any information, whether tangible or intangible, including, but not limited to, techniques, discoveries, inventions, know-howideas, businessprocesses, software (in source or object code form), designs, technology, technical specifications, flow charts, procedures, formulas, concepts, any financial data, and financial information it obtains (“Receiving Party”) from all business and marketing plans and information, in each case which is maintained in confidence by the disclosing party (“Disclosing Party”) constitutes and disclosed to the confidential information of other party (“Recipient”) hereunder. The failure by the Disclosing Party (“Confidential Information”), provided that it is identified to designate any tangible or intangible information as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due shall not give Recipient the right to treat such information as free from the nature of the information disclosed and restrictions imposed by this Agreement if the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any would lead a reasonable person to believe that such information is Confidential Information. The Receiving Party’s nondisclosure obligation shall Confidential Information does not apply to include information which Recipient documents (a) is now, or hereafter becomes, through no act or failure to act on the Receiving Party can document: part of Recipient, generally known or available to the public; (ib) was rightfully in its Recipient’s possession or known to it prior to receipt of disclosure by the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Disclosing Party; (iiic) is becomes rightfully obtained by the Receiving Party known to Recipient, without restriction, from a third party source other than the Disclosing Party and without any breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice duty to the Disclosing Party); (d) is developed independently by Recipient without use of or reference to any of the Confidential Information and without violation of any confidentiality restriction contained herein; or (e) is approved by the Disclosing Party for disclosure without restriction, in a written document executed by a duly authorized officer of the Disclosing Party. The Receiving Recipient shall hold the Confidential Information received from the Disclosing Party acknowledges that disclosure in strict confidence and shall not, directly or indirectly, disclose it, except as expressly permitted herein. Recipient shall promptly notify the Disclosing Party upon learning of any misappropriation or misuse of Confidential Information would cause substantial harm for which damages alone may not disclosed hereunder. Notwithstanding the foregoing, Recipient shall be permitted to disclose Confidential Information pursuant to a sufficient remedyjudicial or governmental order, and therefore provided that upon any such disclosure by the Receiving Party Recipient provides the Disclosing Party shall be entitled reasonable prior notice, and assistance, to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with contest such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsorder.
Appears in 2 contracts
Samples: License Agreement, License Agreement
Confidential Information. Each Confidential Information" means any information disclosed by either party agrees that all codeto the other party, inventionseither directly or indirectly, know-howin writing, businessorally or by inspection of tangible objects (including without limitation documents, technical prototypes, samples, plans and financial equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Confidential Information shall also include, without limitation, terms, conditions, pricing, notes, analyses, correspondence and draft documents regarding a potential business opportunity or relationship. Information communicated orally shall also be considered Confidential Information. Confidential Information may also include information it obtains disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (“Receiving Party”i) from was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party (“Disclosing Party”) constitutes to the confidential information receiving party through no action or inaction of the Disclosing Party receiving party; (“Confidential Information”), provided that it iii) is identified as confidential already in the possession of the receiving party at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due disclosing party as shown by the receiving party's files and records immediately prior to the nature time of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (iiiv) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party receiving party from a third party without a breach of any confidentiality obligationsuch third party's obligations of confidentiality; and (ivv) is independently developed by employees the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession. Notwithstanding the foregoing, if receiving party is requested or required to disclose Confidential Information of the Receiving Party who had no access to such information; disclosing party by a governmental, judicial or (v) regulatory authority or by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other legally binding process, it is required to be disclosed pursuant agreed that the receiving party will provide to the regulation, law, disclosing party prompt notice of any such request or court order (but only requirement and provide reasonable cooperation to the minimum extent required disclosing party (at the disclosing party’s expense) to comply with such regulation or order and with advance notice to enable the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by disclosing party the Receiving Party the Disclosing Party shall be entitled ability to seek an appropriate equitable relief in addition protective order or other appropriate remedy or to whatever other remedies it might have at law. Upon termination or expiration waive compliance with the provisions of this Agreement, if Xxxxxx . In the event that such protective order or other remedy is in possession of any Customer Materials, Xxxxxx shall delete, returnnot obtained, or make available the disclosing party grants a waiver hereunder, the receiving party subject to Customer all Customer Materials then in its possession. Upon request by Customer within thirty the disclosure requirement may furnish that portion (30and only that portion) days after any expiration or termination of the applicable Order FormConfidential Information which it determines, Xxxxxx with the advice of its counsel, it is legally compelled to disclose and will either make Customer Materials available use reasonable efforts to Customer through the Services on a limited basis solely for the purposes of data retrieval or obtain reliable assurance that confidential treatment will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsbe maintained.
Appears in 2 contracts
Samples: Mutual Nondisclosure Agreement, Mutual Nondisclosure Agreement
Confidential Information. In connection with the RSA Partner Program, both parties may have access to or be exposed to (through the RSA Partner Communities or other means) Information or other materials, data or information that is not generally known to the public, whether such information is in written, oral, electronic, web site-based, or other forms (collectively, "Confidential Information"). The parties will keep all Confidential Information strictly confidential for a period of three (3) years after the termination of this Agreement, using at least the same degree of care as each party uses to protect its own confidential information, but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, each party’s confidentiality obligations with respect to Personal Information and trade secrets shall never expire. Each party agrees may share Confidential Information with only its employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any Confidential Information that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”a) receiving party can demonstrate was in possession before its receipt from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationconfidentiality; (iib) is or has become public knowledge becomes publicly available through no fault of the Receiving Partyreceiving party; or (iiic) is receiving party rightfully obtained by the Receiving Party received from a third party without breach a duty of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) confidentiality. If receiving party is required to be disclosed pursuant to the regulation, law, by a government body or court order (but only of law to the minimum extent required disclose any Confidential Information, receiving party agrees to comply with such regulation or order and with give disclosing party reasonable advance notice to so that disclosing party may contest the Disclosing Party)disclosure or seek a protective order. The Receiving Party acknowledges parties acknowledge that damages for improper disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, irreparable and therefore that upon any such disclosure by the Receiving Party the Disclosing Party disclosing party shall be entitled to seek appropriate equitable relief relief, including injunction and preliminary injunction, in addition to whatever all other remedies it might available at law or in equity. Notwithstanding any separate confidentiality agreement Partner may have at law. Upon termination with RSA, Partner agrees that information regarding its business with RSA and information Partner provides to RSA in connection with the RSA Partner Program may be accessed and used by RSA and RSA Affiliates and their employees and contractors for sales and marketing purpose and for any purpose related to the RSA Partner Program or expiration of this Agreementthe relationship between you and RSA and may be disclosed to relevant RSA distributors or resellers, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, returngoverning body, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration your customers or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely end-users for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation fulfilling RSA’s obligations to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsyou and your customers.
Appears in 2 contracts
Samples: Partner Program Agreement, Partner Program Agreement
Confidential Information. Each “Confidential Information” means all written or oral information, disclosed by either party to the other that has been identified as confidential or that by its nature ought reasonably to be considered confidential. Information relating to Services, pricing of Services, and ALI’s documentation is the Confidential Information of ALI. During this Agreement, each party will have access to certain Confidential Information of the other. The receiving party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement. Each party will maintain the confidentiality of the other party’s Confidential Information, and each party will use the same efforts to maintain such confidentiality as it uses to protect the confidentiality of its own confidential information, but in all events at least a reasonable degree of care. Each party agrees: (a) not to disclose the Confidential Information of the other to anyone except its employees, contractors and advisors (“Representatives”) on a strict need to know basis and subject to a written duty of confidence, (b) to use the Confidential Information strictly for the performance or receipt of this Agreement, and (c) to use commercially reasonable efforts to protect the confidentiality of the other party's Confidential Information. The Receiving Party’s nondisclosure obligation shall This Section will not apply to information which the Receiving Party can document: Confidential Information that (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge becomes publicly available through no fault of the Receiving Party; recipient, (ii) is already in the recipient’s possession at the time of its disclosure without any duty of confidence, or (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees the recipient without use of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant disclosing party’s Confidential Information. Each party may disclose Confidential Information to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation a court or order governmental order, or to comply with applicable law. Each party will be responsible for the acts and with advance notice omissions of its Representatives related to any breach of this Section. Each party agrees that any actual or threatened breach of this Section will constitute immediate, irreparable harm to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm innocent party for which monetary damages alone may not would be a sufficient an inadequate remedy, and therefore that upon any injunctive relief is an appropriate remedy for such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsbreach.
Appears in 2 contracts
Samples: www.autolift.org, www.autolift.org
Confidential Information. Each All information which is disclosed under this Agreement by either party agrees that all code(the "Disclosing Party") to the other party (the "Receiving Party") relating directly or indirectly to (i) LTX Licensed Technology, inventionsLTX Improvements, know-howFusion Test Systems, Ando Technology or Ando Improvements, or (ii) the Disclosing Party's (including its Affiliates or sublicensees) business, technical and operations, financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the situations, customers or suppliers or any other confidential or proprietary information of the Disclosing Party which is not available to a third party without restriction in the ordinary course of business (“the "Confidential Information”)") shall be kept confidential by the Receiving Party. Receiving Party shall not, provided and shall cause its subcontractors, sublicensees or affiliates not to, at any time, either during or subsequent to the term of this Agreement, use for itself or any other Person, disclose or divulge to any Person, except when authorized by the prior written consent of the Disclosing Party, any Confidential Information of which Receiving Party or its subcontractors, sublicensees or affiliates may acquire knowledge during the term of this Agreement; provided, however, that it is identified as confidential the confidentiality, nondisclosure and non-use provisions contained in this Section 11 shall not apply to any information or data to the extent that Receiving Party shall demonstrate by clear and convincing evidence that (i) such information or data was already in the possession of the Receiving Party at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) such information or data is or has become public knowledge known generally to Persons in the trade through no fault act or omission of the Receiving Party; Party or its subcontractors, sublicensees or Affiliates, (iii) information or data that is rightfully obtained by the Receiving Party received from a third party persons without breach obligation of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party), or (iv) the disclosure of such information or data is required under any laws or regulations applicable to the Receiving Party. The Receiving Party acknowledges that disclosure of shall enter into agreements with its subcontractors, sublicensees or Affiliates pursuant to which such Persons shall agree not to disclose any Confidential Information would cause substantial harm unless otherwise expressly provided for which damages alone may not be a sufficient remedyherein or agreed separately. Without limitation of the foregoing, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party neither party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of prohibited by this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in Agreement from using and exploiting its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsown technology.
Appears in 2 contracts
Samples: Fusion Agreement (LTX Corp), Fusion Agreement (LTX Corp)
Confidential Information. Each party agrees that of Xxxxx and Vertex will (and will cause their respective Affiliates and Licensees to): (a) keep all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) Confidential Information received from the disclosing party Disclosing Party confidential with the same degree of care it maintains the confidentiality of its own Confidential Information; (“Disclosing Party”b) constitutes not publish, or allow to be published, and will not otherwise disclose, or permit the confidential information disclosure of the Disclosing Party Party’s Confidential Information in any manner not expressly authorized pursuant to the terms of this Agreement; and (“c) not use, or permit to be used, the Disclosing Party’s Confidential Information”), provided that it is identified Information for any purpose other than as confidential at expressly authorized pursuant to the time terms of this Agreement. No disclosure or should of the Disclosing Party’s Confidential Information will be reasonably known made by the Receiving Party to be Confidential Information due its employees, directors, officers, agents and other Persons unless and until such employees, directors, officers, agents, contractors and other Persons have agreed in writing to the nature comply with confidentiality and non-use obligations substantially similar to those described herein. Upon termination of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized hereinthis Agreement, the Receiving Party will hold return or destroy, at the Disclosing Party’s request, all documents, tapes or other media containing Confidential Information of the Disclosing Party that remain in confidence and not use or disclose any Confidential Information. The the Receiving Party’s nondisclosure obligation shall not apply to information which ’s, its agents’ or contractors’ possession, except that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt may keep one copy of the Confidential Information; (ii) is or has become public knowledge through no fault Information in the legal department files of the Receiving Party; (iii) is rightfully obtained , solely for archival purposes and neither the Receiving Party, nor any of its agents, contractors or other representatives will be required to delete or destroy any electronic back-up tapes or other electronic back-up files that have been created solely by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees automatic or routine archiving and back-up procedures of the Receiving Party who had no access or its representatives, to such information; the extent created and retained in a manner consistent with its or (v) is required their standard archiving and back-up procedures. Such archival copies will be deemed to be disclosed the property of the Disclosing Party, and will continue to be subject to the provisions of this Article 9 notwithstanding any expiration of this Agreement or otherwise. Each Party will be liable for breach of this Article 9 by any of its agents, Related Parties, subcontractors, or its Affiliates’ sublicensees and subcontractors. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the regulation, law, or court order (but only Registrant’s application requesting confidential treatment pursuant to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination Rule 406 of the applicable Order FormSecurities Act of 1933, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsas amended.
Appears in 2 contracts
Samples: Confidential Treatment Requested (Spero Therapeutics, Inc.), Confidential Treatment Requested (Spero Therapeutics, Inc.)
Confidential Information. Each party agrees that Except as otherwise identified by the Adopter Member, any information the Adopter Member submits or discloses to the Alliance, including its committees and/or working groups thereof, shall be treated as non-confidential and shall be available to all codePromoter Members, inventionsContributor Members and Adopter Members of the Alliance without restriction. Any information pertaining to the business of the Alliance which is produced during Alliance activities including, know-howbut not limited to, businessCommittee and Working Group meetings, technical email reflectors, document submissions, or which the Adopter Member submits or discloses to the Alliance, including any committee or working group thereof, and financial information it obtains which is: (“Receiving Party”a) marked by the Alliance or Adopter Member as "Confidential" information; or (b) if orally disclosed, identified as Confidential prior to disclosure and reduced to writing and marked as Confidential within three (3) business days from the disclosing party date of disclosure, shall be treated as Confidential information with respect to third parties, except for any portion thereof that constitutes information: (“Disclosing Party”c) constitutes rightfully in the confidential information public domain other than by a breach of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due a duty to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Informationdisclosing party; (iid) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party received from a third party without breach any obligation of any confidentiality obligationconfidentiality; (ive) is rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; (f) independently developed by employees of the Receiving Party who had no access to such informationreceiving party; or (vg) generally made available to third parties by the disclosing party without restriction or disclosure. Such Adopter Member Confidential information shall be maintained by each Promoter Member, Contributor Member and Adopter Member of the Alliance in confidence with at least the same degree of care that it uses to protect its own proprietary information and in no event with less than reasonable care, and each Promoter Member, Contributor Member and Adopter Member of the Alliance that receives such Adopter Member Confidential information shall only use such A d op t er M e mb e r Confidential information for the Alliance purpose for which it was submitted. In the event a Promoter Member and/or Contributor Member and/or Adopter Member of the Alliance breaches the obligation of confidentiality with respect to the Confidential information of Adopter Member, the Adopter Member may seek legal recourse against the breaching Promoter Member and/or Contributor Member and/or Adopter Member of the Alliance, or against any other appropriate entity, except that the Alliance shall have no liability with respect to such breach. Third parties seeking access to Adopter Member Confidential information that has been provided to the Alliance must reach an agreement with the concerned Adopter Member as condition for being provided the Adopter Member's Confidential information, unless the Alliance is required to divulge the Adopter Member’s Confidential information by a governmental body or by a judicial decree. Adopter Member Confidential information will not be disclosed pursuant included in Alliance Adopted Specifications unless the Adopter Member waives its confidentiality. The rights and obligations set forth in this Section 6 shall expire three (3) years after the date the Adopter Member discloses or submits the Adopter Member Confidential information to the regulation, lawAlliance, or court order (but only to the minimum extent required to comply with such regulation any other Promoter Member or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination Contributor Member or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination Adopter Member of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through Alliance in the Services on a limited basis solely for course of the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsAdopter Member’s Alliance-related activities.
Appears in 2 contracts
Confidential Information. Each party agrees that all codeExcept to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, inventionsthe Parties agree that, know-howduring the Term of this Agreement and continuing for five (5) years after the expiration or earlier termination of this Agreement, businesseach Party (in such capacity, technical and financial information it obtains (the “Receiving Partyreceiving party”) from shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information of the other Party (in such capacity, the “disclosing party”). The receiving party may use Confidential Information of the disclosing party (“Disclosing Party”) constitutes only to the extent required to accomplish the purposes of this Agreement. The receiving party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but not less than reasonable care) to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Disclosing Party Confidential Information of the disclosing party. The receiving party will promptly notify the disclosing party upon discovery of any unauthorized use or disclosure of the Confidential Information of the disclosing party. Invitae acknowledges that the CombiMatrix Diagnostic Tests and their results (“Confidential InformationCombiMatrix Data”) may contain personal data, health data and/or medical records data, the use of which data is subject to various privacy laws, including all state, federal and international laws and regulations and state, federal and national government agency orders and decrees to which CombiMatrix and Invitae may be subject (“Privacy Laws”), provided that it is identified as confidential at well as certain restrictions imposed on the time of disclosure or should be reasonably known CombiMatrix Data by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, data subjects or other documentation provided by Xxxxxx (or its agents) third party data providers. Any such CombiMatrix containing personal data, health data and/or medical records data that is subject to various privacy laws shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm Data for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration purposes of this Agreement, if Xxxxxx whether separately designated as such or not. Invitae agrees to strictly abide by all such restrictions pertaining to the CombiMatrix Data, as they are promulgated and applied, currently and in the future. Furthermore, Invitae shall in good faith execute any and all documents that CombiMatrix is required to have Invitae execute in possession order that CombiMatrix may comply with any Privacy Laws. If Invitae use (whether directly or indirectly) of the CombiMatrix Data is contrary to any Customer Materials, Xxxxxx shall delete, returnPrivacy Law, or make available contrary to Customer all Customer Materials then any of the restrictions set forth in its possession. Upon request by Customer this Agreement, CombiMatrix shall have the right to: (a) terminate this Agreement for cause if such breach has not been cured within thirty five (305) days after of receipt by Invitae of written notice, and (b) pursue any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsother legal and equitable remedies.
Appears in 2 contracts
Samples: Marketing and Laboratory Services Agreement (Invitae Corp), Marketing and Laboratory Services Agreement (CombiMatrix Corp)
Confidential Information. Each party agrees Party shall use, and shall cause its sublicensees to use, at least the same standard of care in the protection of Confidential Information of the other Party as it uses to protect its own confidential or proprietary information of a similar nature (provided that such Confidential Information shall be protected in at least a reasonable manner). For purposes of this Agreement, "Confidential Information" includes (1) all codeconfidential or proprietary information and documentation of either Party, inventionsall reports, know-howexhibits and other documentation, business, technical and any financial information it obtains and (“Receiving 2) any FNT Trade Secrets and FNF Trade Secrets. Each Party shall use the Confidential Information of the other Party only in connection with the purposes of this Agreement, including resolution of any Disputes in accordance with Section 9, and shall make such Confidential Information available, and shall cause its sublicensees to make such Confidential Information available, only to their respective employees, subcontractors, or agents having a "need to know" with respect to such purpose. Each Party shall advise, and shall cause its sublicensees to advise, their respective employees, subcontractors, and agents of such Party”'s obligations under this Agreement. Except as otherwise required by the terms of this Agreement (including Section 10) from or applicable law or national stock exchange rule, in the event of the expiration of this Agreement or termination of this Agreement for any reason all Confidential Information of a Party disclosed to, and all copies thereof made by, the other Party or the other Party's sublicensees shall be returned to the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”)or, provided that it is identified as confidential at the time of disclosure disclosing Party's option, erased or should be reasonably known by destroyed. The Party receiving the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agentssublicensee that received the Confidential Information) shall be deemed provide to the disclosing Party certificates evidencing such destruction. The obligations in this Section 8(a) will not restrict disclosure by a Party or its sublicensee pursuant to applicable law, or by order or request of any court or government agency; provided that, prior to such disclosure the receiving Party or its sublicensee shall (i) immediately give notice to the disclosing Party and (ii) cooperate with the disclosing Party in challenging the right to such access and (iii) only provide such information as is required by law, such order or a final, non-appealable ruling of a court of proper jurisdiction or with the written consent of the disclosing Party. Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving a Party will hold in confidence and not use be afforded the protection of this Agreement if such Confidential Information was (A) developed by the other Party or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: its sublicensees independently as shown by its written business records regularly kept, (iB) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving other Party or its sublicensees without restriction from a third party without breach of any confidentiality obligation; party, (ivC) is independently developed by employees publicly available other than through the fault or negligence of the Receiving other Party who had no access to such information; or its sublicensees, or (vD) is required to be disclosed pursuant to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure released by the Receiving disclosing Party the Disclosing Party shall be entitled without restriction to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsanyone.
Appears in 2 contracts
Samples: Intellectual Property Cross License Agreement (Fidelity National Title Group, Inc.), Intellectual Property Cross License Agreement (Fidelity National Title Group, Inc.)
Confidential Information. Each party agrees that all codeto keep confidential and to use only for purposes of performing its obligation under this XXXX or as otherwise permitted under this XXXX, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the any proprietary or confidential information of the Disclosing Party (“Confidential Information”), provided that it other party disclosed pursuant to this XXXX which is marked as confidential or is identified as confidential at the time of disclosure as confidential or should which would reasonably be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosureconsidered confidential or proprietary in nature. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information obligation of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation confidentiality shall not apply to information which the Receiving Party can document: which; (i) was rightfully in its possession or is already known to it prior to receipt the receiving party at the time of disclosure, which knowledge, the Confidential Informationreceiving party shall have the burden of proving with written dated documentation; (ii) is or has become public knowledge is, or, through no fault act, or failure to act, of the Receiving Partyreceiving party, becomes publicly known; (iii) is rightfully obtained legally received by the Receiving Party receiving party from a third party without breach of any confidentiality obligationrestriction on disclosure, as evidenced by written dated documentation; (iv) is independently developed by employees receiving Party without reference to the confidential information of the Receiving Party who had no access to such informationdisclosing party, as evidenced by written dated documentation; or (v) is approved for release by written authorization of the disclosing party. Further, the receiving party may disclose confidential information which is required by law, government order or request to be disclosed pursuant to (provided that the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance receiving party shall give written notice to the Disclosing Partyother party prior to such disclosure allowing for the disclosing party to object to such order or request and shall only disclose the exact confidential information or portion thereof specifically requested by such order or request). The Receiving Party acknowledges receiving party agrees that it shall hold all confidential information in confidence and shall safeguard the confidential information with at least the same degree of care that it takes to protect its own information of a similar nature, which in no event shall be less than a reasonable standard of care. The parties acknowledge that unauthorized disclosure or use of Confidential Information would cause substantial harm for confidential information may give rise to irreparable injury, which damages alone may not be a sufficient remedy, adequately compensated by money damages and therefore that upon any such disclosure by the Receiving Party the Disclosing Party disclosing party shall be entitled to seek appropriate equitable specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to whatever any other remedies it might have available at lawlaw or in equity. Notwithstanding any of the foregoing, User acknowledges and agrees that the Licensed Products and any information related thereto shall be deemed to constitute confidential information of Xxxxxx. Upon any termination or expiration of this AgreementXXXX, if Xxxxxx is in possession of any Customer Materials, Xxxxxx each party shall delete, return, or make available return to Customer the other party all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination confidential information of the applicable Order Formother party, Xxxxxx will either make Customer Materials available to Customer through and all copies thereof, in the Services on a limited basis solely for possession, custody or control of the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide party unless otherwise expressly provided in this XXXX and shall purge and permanently delete any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsconfidential information from its systems.
Appears in 2 contracts
Samples: End User License Agreement, End User License Agreement
Confidential Information. Each (a) Too, Inc. and The Limited hereby covenant and agree to hold in trust and maintain confidential all Confidential Information relating to the other party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from or any of such other party's Subsidiaries. Without limiting the disclosing party (“Disclosing Party”) constitutes the confidential information generality of the Disclosing Party (“foregoing, Confidential Information”)Information relating to a party or any of its Subsidiaries shall be disclosed only to those associates of the other party who need to know such information in connection with their ordinary course employment activities and in no event shall any such Confidential Information be disclosed to any other Person. "CONFIDENTIAL INFORMATION" shall mean all information, provided that it is identified as confidential at the time materials and processes relating to a party or any Subsidiary of disclosure or should be reasonably known such party obtained by the Receiving Party other party or any Subsidiary of such other party at any time (whether prior to or after the date hereof and whether in connection with this Agreement or otherwise) in any format whatsoever (whether orally, visually, in writing, electronically or in any other form) and shall include, but not be Confidential Information due limited to, economic and business information or data, business plans, computer software and information relating to the nature of the information disclosed associates, vendors, customers, products, fashion, design, stores, financial performance and the circumstances surrounding the disclosure. The Services projections, processes, strategies, systems and any updatesreal estate, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation but shall not apply to information which the Receiving Party can document: include (i) information which becomes generally available other than by release in violation of the provisions of this Section 6.01, (ii) information which becomes available on a non-confidential basis to a party from a source other than the other party to this Agreement, provided the party in question reasonably believes that such source is not or was rightfully in its possession not bound to hold such information confidential and (iii) information acquired or known developed independently by a party without violating this Section 6.01 or any other confidentiality agreement with the other party. Notwithstanding any provision of this Section 6.01 to it prior to receipt the contrary, a party may disclose such portion of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant Information relating to the regulationother party to the extent, law, or court order (but only to the minimum extent extent, the disclosing party reasonably believes that such disclosure is required under law or the rules of a securities exchange; provided that the disclosing party first notifies the other party hereto of such requirement and allows such party a reasonable opportunity to comply with seek a protective order or other appropriate remedy to prevent such regulation or order and with advance notice to the Disclosing Party)disclosure. The Receiving Party acknowledges parties acknowledge that disclosure of Confidential Information money damages would cause substantial harm for which damages alone may not be a sufficient remedy, remedy for any breach of the provisions of this Section 6.01 and therefore that upon any such disclosure by the Receiving Party the Disclosing Party non-breaching party shall be entitled to seek appropriate equitable relief in addition a court of law in the event of, or to whatever other remedies it might have at law. Upon termination prevent, a breach or expiration threatened breach of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer MaterialsSection 6.01.
Appears in 2 contracts
Samples: Services Agreement (Too Inc), Services Agreement (Too Inc)
Confidential Information. Each If any technical information which is of a confidential nature and necessary to carry out the Sponsored Research is disclosed or provided in writing by either party agrees that all codeto the other party, inventionsit shall be expressly indicated as confidential at the time of such disclosure or provision. If such technical information is disclosed orally, know-how, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the confidential information of the Disclosing Party (“Confidential Information”), provided that it is shall be identified as confidential at the time of disclosure or should be reasonably known by and confirmed in writing within thirty (30) days from the Receiving Party to be Confidential Information due to the nature date of the information disclosed and the circumstances surrounding the disclosure. The Services and Neither party shall disclose, provide nor leak any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, information disclosed or other documentation provided by Xxxxxx the other party pursuant to the Article 16.1 (or hereinafter referred to as the "Confidential Information") to any third party other than its agents) shall be deemed Researcher and a limited number of officers and employees who need to know the Confidential Information of Xxxxxx without any marking or future designation(hereinafter referred to as the "Person Involved") in carrying out the Sponsored Research. Except as expressly authorized herein, Each party shall ensure that the Receiving Party will hold Person Involved shall keep the Confidential Information disclosed hereunder in confidence and not even after the Person Involved has terminated his/her employment under the party. Neither party shall, without the prior written consent of the other party, use or disclose the Confidential Information for any Confidential Informationpurpose other than the Sponsored Research. The Receiving Party’s nondisclosure obligation obligations under Article 16.2 and 16.3 shall not apply to any information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt falls under any of the Confidential Informationfollowing: information which was already in the possession of the receiving party at the time of disclosure or provision thereof; (ii) is information which was public knowledge at the time of disclosure or has become provision thereof; information which became public knowledge through no fault of the Receiving Partyreceiving party after the disclosure or provision thereof; (iii) is rightfully information which was lawfully obtained by the Receiving Party receiving party without any obligation of confidentiality from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access was duly authorized to disclose such information; information which was independently developed or (v) acquired by the receiving party without depending on the Confidential Information disclosed by the other party; or information of which the disclosure or provision is required approved in advance by the other party in writing. The provisions set forth in Articles 16.2 and 16.3 shall not apply to be disclosed the following acts: An act of either party disclosing the Confidential Information in compliance with an order of a court of competent jurisdiction or pursuant to any requirement of any governmental agency; and An act of any Researcher utilizing any Confidential Information, which remains in the regulationmemory of the Researcher as knowledge or experience obtained during the performance of the Sponsored Research, law, for any improvement research of the Sponsored Research or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party)for any other research. The Receiving Party acknowledges that disclosure obligations imposed on the parties hereto under Articles 16.2 and 16.3 shall continue for two (2) years from the day following the date of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination completion or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination discontinuation of the applicable Order FormSponsored Research; provided, Xxxxxx will either make Customer Materials available to Customer through however, that the Services on parties may, upon mutual consultation, extend or shorten such a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materials.
Appears in 2 contracts
Samples: Sponsored Research Agreement, Sponsored Research Agreement
Confidential Information. Each party agrees The parties acknowledge that all codeby reason of their relationship under this PSA, inventions, know-how, business, technical they may have access to and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitutes the acquire confidential and proprietary information of the Disclosing Party other party (“Confidential Information”). Each party receiving Confidential Information (the “Receiving Party”) agrees to maintain all such Confidential Information received from the other Party (the “Disclosing Party”), provided both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the Disclosing Party; provided, however, that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party may disclose the terms of this PSA to be its legal and business advisors if such third parties agree to maintain the confidentiality of such Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other software, or other documentation provided by Xxxxxx (or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized under terms no less restrictive than those set forth herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation Party further agrees to use the Confidential Information only for the purpose of performing this PSA. Notwithstanding the foregoing, the obligations set forth herein shall not apply to information which the Receiving Party can documentConfidential Information which: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become becomes a matter of public knowledge through no fault of or action by the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (iii) subsequent to disclosure, is rightfully obtained by the Receiving Party from a third party who is lawfully in possession of such Confidential Information without breach of any confidentiality obligationrestriction; (iv) is independently developed by employees of the Receiving Party who had no access without resort to such informationthe Confidential Information; or (v) is required by law or judicial order to be disclosed pursuant disclosed, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such required disclosure in order to afford the regulationDisclosing Party an opportunity to seek a protective order or other legal remedy to prevent the disclosure, law, or court order (but only to the minimum extent required to comply and shall reasonably cooperate with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be 's efforts to secure such a sufficient remedy, and therefore that upon any such disclosure by protective order or other legal remedy to prevent the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsdisclosure.
Appears in 2 contracts
Samples: Professional Services Agreement, Professional Services Agreement
Confidential Information. Each party agrees that (a) all codeinformation indicated as confidential and communicated to it by the other party, inventionsincluding, know-howin the case of communications by TA Operations, businessby any FE Location (hereafter "Confidential Information"), technical shall be received in confidence and financial information it obtains shall be used and copied only for purposes of and in accordance with this Agreement and (“Receiving Party”b) from no such Confidential Information shall be disclosed to any third party by the disclosing party (“Disclosing Party”) constitutes recipient or its employees or representatives without the confidential information prior written consent of the Disclosing Party (“party owning such Confidential Information”), provided that it EXCEPT as may be necessary by reason of legal, accounting or regulatory requirements beyond the reasonable control of the recipient. Confidential Information shall not include any information disclosed by one party to the other party hereunder or developed hereunder that: (a) is identified as confidential publicly available at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other softwaredevelopment, or other documentation provided by Xxxxxx (becomes publicly available after disclosure or its agents) shall be deemed Confidential Information of Xxxxxx without any marking or future designation. Except as expressly authorized hereindevelopment, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Partyreceiving party; (iiib) was developed by agents or employees of the receiving or non-owning party independently of, and without knowledge of or reliance on, the disclosed information; (c) is rightfully obtained by the Receiving Party from a third receiving or non-owning party without breach of any confidentiality obligation; (iv) is independently developed by employees outside of the Receiving Party who had no access to such informationperformance of work hereunder without any violation of the rights of the other party; or (vd) is required to be disclosed pursuant was rightfully in the receiving or non-owning party's possession prior to the regulationtime of disclosure, lawif such Confidential Information was not obtained in confidence. Each party shall take no less than such precautions as it takes with respect to its own confidential and trade secret information, whether by instruction, agreement or court order (but only otherwise, to ensure the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure confidentiality of Confidential Information would received from the other. At a minimum, each party shall take reasonable steps to advise its affiliates, employees and representatives of the confidential nature of the Confidential Information and ensure that they abide by the restrictions in this Section 8.12 on its use, reproduction and disclosure. The provisions of this Section 8.12 shall survive termination of this Agreement for any reason. The parties acknowledge that the violation of this Section 8.12 shall cause substantial harm irreparable injury for which damages alone may not there will be a sufficient remedy, no adequate remedy at law and therefore that upon any such disclosure by the Receiving Party the Disclosing Party each party shall be entitled to seek appropriate equitable preliminary and other injunctive relief against any such violation, which injunctive relief shall be in addition to whatever to, and not in lieu of, any other remedies it might or rights the party may have at law. Upon termination law or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsequity.
Appears in 2 contracts
Samples: Freightliner Express Operating Agreement (Travelcenters of America Inc), Freightliner Express Operating Agreement (Travelcenters of America LLC)
Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains (“Receiving Party”) from Party shall use at least the disclosing party (“Disclosing Party”) constitutes same standard of care in the confidential information protection of Confidential Information of the Disclosing other Party (as it uses to protect its own confidential or proprietary information; provided that such Confidential Information shall be protected in at least a reasonable manner. For purposes of this Agreement, with respect to each Party, “Confidential Information”)” includes all confidential or proprietary information and documentation of the other Party, provided that it is identified as confidential at including the time terms of disclosure this Agreement, and all of the other Party’s software, data, financial information, all reports, exhibits and other documentation prepared by any of the other Party’s Subsidiaries or should be reasonably known by the Receiving Party to be Confidential Information due Affiliates, in each case, to the nature of the information disclosed and the circumstances surrounding the disclosure. The Services and any updates, upgrades, modifications, derivatives, specifications, technical guides, other softwareextent provided or made available under, or other documentation provided by Xxxxxx (or its agents) in furtherance of, this Agreement. Each Party shall be deemed use the Confidential Information of Xxxxxx without the other Party only in connection with the purposes of this Agreement and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purpose. Each Party shall advise its respective employees, subcontractors, and agents of such Party’s obligations under this Agreement. The obligations in this Section 8.1 will not restrict disclosure by a Party of Confidential Information of the other Party pursuant to applicable law, or by order or request of any marking court or future designationgovernment agency; provided that prior to such disclosure the Party making such disclosure shall (at the other Party’s sole cost and expense), if legally permitted and reasonably practicable, (a) promptly give notice to the other Party, (b) cooperate with the other Party with respect to taking steps to respond to or narrow the scope of such order or request and (c) only provide such information as is required by law, court order or a final, non-appealable ruling of a court of proper jurisdiction. Except as expressly authorized herein, the Receiving Confidential Information of a Party will hold in confidence and not use or disclose any be afforded the protection of this Article VIII if such Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which Information was (A) developed by the Receiving other Party can document: independently as shown by its written business records regularly kept, (iB) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving other Party without restriction from a third party without breach of any confidentiality obligation; party, (ivC) is independently developed by employees publicly available other than through the fault or negligence of the Receiving other Party who had no access to such information; or (vD) is required to be disclosed pursuant released by the Party that owns or has the rights to the regulation, law, or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled without restriction to seek appropriate equitable relief in addition to whatever other remedies it might have at law. Upon termination or expiration of this Agreement, if Xxxxxx is in possession of any Customer Materials, Xxxxxx shall delete, return, or make available to Customer all Customer Materials then in its possession. Upon request by Customer within thirty (30) days after any expiration or termination of the applicable Order Form, Xxxxxx will either make Customer Materials available to Customer through the Services on a limited basis solely for the purposes of data retrieval or will reasonably assist Customer with such retrieval. After such thirty (30) day period, Xxxxxx will have no obligation to maintain or provide any Customer Materials and, unless legally prohibited, may delete all Customer Materials. Customer acknowledges that certain Xxxxxx Services do not store or maintain Customer Materialsanyone.
Appears in 2 contracts
Samples: Corporate Services Agreement (F&G Annuities & Life, Inc.), Corporate Services Agreement (F&G Annuities & Life, Inc.)