Confidential Terms/Publicity Sample Clauses

Confidential Terms/Publicity. Each Party agrees not to disclose to any third party the terms of this Agreement without the prior written consent of the other Party hereto, except each Party may disclose the terms of this Agreement (a) as required by securities or other applicable laws or regulations, such as SEC regulations or (b) to advisors, actual or potential investors, acquisition partners, Sublicensees, and others on a need to know basis; provided, however, that in the case of clause (b), prior to disclosing the Transfer Price for the Patches to a third party, NeurogesX shall first obtain a written confidentiality agreement with such third party that complies with Section 10.5(b) above.
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Confidential Terms/Publicity. Except as expressly provided herein, each party agrees not to disclose to any third party the terms of this Agreement without the prior written consent of the other party hereto, except (i) as required by securities or other applicable laws, in which case the disclosing party shall seek confidential treatment to the extent available, or (ii) to advisors, investors and others on a need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, or (iii) to the extent required by law.
Sample 1
Confidential Terms/Publicity. Each of Party agrees not to disclose to any Third Party the terms and conditions of this Agreement without the prior written consent of the other Party, except (i) to advisors (including financial advisors, attorneys and accountants) and investors on a need-to-know basis under conditions which reasonably ensure the confidentiality thereof; (ii) as required by any court or other governmental body or as otherwise required by law; (iii) in confidence: in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, or the like; or (iv) as required in connection with any government or regulatory filings, including filings with the SEC.
Sample 1
Confidential Terms/Publicity. Each of the Parties hereto agrees not to disclose to any third party the terms and conditions of this Agreement without the prior written consent of the other Party hereto, except (i) to advisors and investors on a need-to-know basis under conditions which reasonably ensure the confidentiality thereof; (ii) as required by any court or other governmental body; (iii) as otherwise required by law; (iv) in confidence to legal counsel of such parties; (v) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; (vi) in confidence, in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, or the like; or (vii) as advisable or required in connection with any government or regulatory filings, including without limitation filings with the SEC; provided however, prior to any such required disclosure the non-disclosing Party shall be allowed to review the proposed disclosure, and the disclosing Party agrees to consider in good faith any proposed revisions thereof provided to the disclosing Party within two (2) business days of the non-disclosing Party's receipt of the proposed disclosure, and the Parties shall seek confidential treatment for such disclosure as permitted by applicable law.
Sample 1
Confidential Terms/Publicity. Each Party agrees not to disclose to any Third Party the terms and conditions of this Agreement without the prior written consent of the other Party, except (i) to advisors (including financial advisors, attorneys and accountants) and investors on a need-to-know basis under conditions which reasonably ensure the confidentiality thereof; (ii) as required by any court or other governmental body or as otherwise required by law; or (iii) in confidence, in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, or the like; or (iv) as advised by its legal counsel or required in connection with any government or regulatory filings, including filings with the SEC. ARTICLE 6
Sample 1
Confidential Terms/Publicity. Except as expressly provided herein, each Party agrees not to disclose any financial terms of this Agreement to any Third Party without the consent of the other Party, except as required by securities or other applicable laws, in which case the Disclosing Party shall seek confidential treatment to the extent available, or on a strict need to know basis to actual or prospective investors, or to a Party's accountants, attorneys and other professional advisors, under conditions that reasonably protect the confidentiality thereof. Notwithstanding the foregoing, the Parties shall agree upon and issue a press release announcing the execution of this Agreement and describing the relationship of the Parties under the Agreement. In addition, each Party may disclose to Third Parties the information disclosed in such press release without the need for further approval by the other Party.
Sample 1

Related to Confidential Terms/Publicity

  • Confidential Terms Except as expressly provided herein, each party agrees not to disclose any terms of this Agreement to any third party without the consent of the other party, except as required by securities or other applicable laws, to prospective and other investors and such party’s accountants, attorneys and other professional advisors.

  • Confidentiality; Publicity (a) Except as may be required by Law, stock exchange rule or as otherwise expressly contemplated herein, no Party or their respective Affiliates, employees, agents or representatives shall disclose to any third party this Agreement, the subject matter or terms hereof or any such Confidential Information concerning the business or affairs of any other Party which it may have acquired from such Party in the course of pursuing the Transactions without the prior written consent of the Sellers or Buyer, as the case may be; provided, however, any Party may disclose any such Confidential Information as follows: (a) to such Party’s Affiliates and its or its Affiliates’ employees, lenders, counsel or accountants, who shall also be subject to the requirements of this Section 4.8; (b) to comply with any applicable Law or Order, (other than with respect to Taxes and Tax matters), provided that prior to making any such disclosure the Party making the disclosure notifies the other Party of any Action of which it is aware which may result in disclosure and uses its Best Efforts to limit or prevent such disclosure; (c) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the Party or its Affiliates making such disclosure; (d) to the extent that the same information is already known by the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without in any way relying on any Confidential Information; (f) to the extent 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, which source, to the Knowledge of the disclosing Party, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the other Party; and (g) either Party may disclose the “tax treatment” or “tax structure” (as those terms are defined in Treas. Reg. §§ 1.6011-4(c)(8) and (9), respectively) of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to the Parties relating to such “tax treatment” or “tax structure” of the Transactions, except that “tax structure” or “tax treatment” shall not include the identity of any existing or future Party or its Affiliates. If the Transactions are not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Parties as the Parties that have provided such information may reasonably request.

  • Confidentiality Publication (a) Background Intellectual Property and Project Intellectual Property of a party, as well as other proprietary or confidential information of a party, disclosed by that party to the other in connection with this STTR project shall be received and held in confidence by the receiving party and, except with the consent of the disclosing party or as permitted under this Agreement, neither used by the receiving party nor disclosed by the receiving party to others, provided that the receiving party has notice that such information is regarded by the disclosing party as proprietary or confidential. However, these confidentiality obligations shall not apply to use or disclosure by the receiving party after such information is or becomes known to the public without breach of this provision or is or becomes known to the receiving party from a source reasonably believed to be independent of the disclosing party or is developed by or for the receiving party independently of its disclosure by the disclosing party.

  • Confidentiality; Public Disclosure Each of the parties hereto hereby agrees that the information obtained pursuant to the negotiation and execution of this Agreement shall be treated as confidential and not be disclosed to third parties who are not agents of one of the Parties to this Agreement.

  • Confidential Information; Non-Disclosure In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

  • Confidential Information Agreement Executive’s receipt of any payments or benefits under Section 6 will be subject to Executive continuing to comply with the terms of Confidential Information Agreement (as defined in Section 10).

  • Confidentiality and Publicity 9.1 Supplier will keep the existence, nature and the content of the Agreement, Accenture Data (as defined in Section 14.1), and any other information of Accenture, confidential and not disclose it to any other person. Supplier will ensure that its personnel, contractors and agents (collectively, “Personnel”) are aware of, and have committed to, confidentiality and legal obligations with respect to such information. Supplier will not make any reference to the Agreement, its terms, business information, or use Accenture’s name, logo or trademark in any public announcements, promotions or any other communication without Accenture’s prior written consent.

  • Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.

  • Confidentiality of Proprietary Information Employee agrees, during or after the term of this employment, not to reveal confidential information, or trade secrets to any person, firm, corporation, or entity. Should Employee reveal or threaten to reveal this information, the Company shall be entitled to an injunction restraining the Employee from disclosing same, or from rendering any services to any entity to whom said information has been or is threatened to be disclosed. The right to secure an injunction is not exclusive, and the Company may pursue any other remedies it has against the Employee for a breach or threatened breach of this condition, including the recovery of damages from the Employee.

  • Confidential or Proprietary Information The term “Confidential or Proprietary Information” for purposes of this Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (not otherwise included in the definition of Trade Secret in § 1.20 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate.

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