Confidentiality and Intellectual Property. 10.1 In respect of any Confidential Information it may receive from the other Party (the "Discloser”) and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party, without the Discloser’s prior written consent. 10.2 The Receiving Party shall return to the Disclosing Party any Confidential Information as requested in writing by the Disclosing Party at anytime during or after expiry or termination of this Agreement. 10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) shall not apply to any Confidential Information which: 10.3.1 is already in the public domain other than through default of the Receiving Party; 10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality; 10.3.3 is independently developed by the Receiving Party without reference to the Confidential Information; 10.3.4 is authorised for release by the prior written consent of the Discloser; or 10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000. 10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law. 10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information. 10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement. 10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property). 10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property). 10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 4 contracts
Samples: Agreement for the Provision of Services, Services Agreement, Service Agreement
Confidentiality and Intellectual Property. 10.1 In respect of any Confidential Information it may receive from the other Party (the "Discloser”) and subject always to the remainder of this Clause 10.1Other than by statute, each Party (shall treat the "Recipient”) undertakes Agreement and any information it may have obtained or received in relation thereto or arising out of or in connection with the performance of the Agreement or its negotiation or relating to keep secret the business or affairs of the other as private and strictly confidential and shall not disclose any such Confidential Information to any third party, without the Discloser’s prior written consent.
10.2 The Receiving neither Party shall return to publish or disclose the Disclosing Party same or any Confidential Information as requested in writing by the Disclosing Party at anytime during or after expiry or termination of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) shall not apply to any Confidential Information which:
10.3.1 is already in the public domain other than through default of the Receiving Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party particulars thereof without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure other or as may be permitted under the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes later provision of this Agreement.
10.7 Clause. The Receiving Party obligations expressed in Clause 17.1 shall indemnify not apply to any information which: is or subsequently comes into the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred public domain otherwise than by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality is already in the possession of the receiving Party without an accompanying obligation of confidentiality is obtained from a third party who is free to divulge the same is independently and Intellectual Property).
10.8 The Parties acknowledge that damages will not lawfully developed by the recipient or its sub Contractor outside the scope of the Agreement So far as it may be an adequate remedy necessary for the performance of the Supplier for the operation and maintenance of the subject matter of the Agreement each Party may divulge any breach information to be kept confidential under Clause 17.1 of this Clause 10 (Confidentiality to their employees, agents and sub-contractors on a “need to know” basis but undertake that they will take all steps necessary to ensure compliance by such employees, agents, and sub-contractors with the obligations as to confidentiality expressed in this Clause, including without limitation incorporating such clauses into their own agreements with such persons, and will be responsible to the other Party for any failure by any employee, agent or sub-Contractor to comply with such obligations whether such employee, agent or sub-Contractor was aware of them or not. All Intellectual Property) Property Rights in all works or supplies provided under the Agreement which are written or produced on a bespoke or customised basis, including, without limitation, all future such rights when the said works are created, shall be owned by the Receiving PartyClient and the Supplier shall ensure that it executes all documents necessary to effect such ownership. Where the Supplier provides existing intellectual property right protected material to the Client under the Agreement it shall disclose this to Client, warrants it has the right to do so and shall fully indemnify and hold Client harmless against all loss or liability arising from any third party Intellectual Property Rights claims arising both from such existing material and in addition relation to any damages the Disclosing Party shall be entitled to the remedies such bespoke work. Except as provided above both parties retain ownership of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and their pre-existing Intellectual Property)Property Rights protected material.
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 3 contracts
Samples: Service Agreement, Service Agreement, General Agreement
Confidentiality and Intellectual Property. 10.1 5.1. In respect consideration of any Confidential Information the disclosure to it may receive from of the other Party (the "Discloser”) and subject always to the remainder of this Clause 10.1Party’s Confidential Information, each Party (Party, in its capacity as the "Recipient”) undertakes to receiving party, will: keep secret and strictly confidential and shall not disclose any such Confidential Information strictly secret and confidential and not disclose it or permit it to be made available to anyone, except as provided for in Sections 5.2 and 5.5, and ensure that such Confidential Information is protected with security measures and a degree of care (and in any third case no less than a reasonable degree of care) that it would apply to its own confidential information; and
5.2. Each Party agrees, in its capacity as disclosing party, without that the Discloserother party in its capacity as receiving party may disclose the disclosing party’s Confidential Information: to its Affiliates and to its Affiliates’ officers, directors, employees and professional advisers who need to know the Confidential Information to the extent necessary for the purpose set out in this Agreement; or with the disclosing party’s prior written consent.
10.2 5.3. The Receiving Party shall return receiving party will ensure that any such person to whom it passes any such Confidential Information, or any person who receives it on the receiving party’s behalf (unless disclosed under Section 5.5) is fully aware in advance of the receiving party’s obligations under this Agreement, and that the person is contractually or otherwise bound by appropriate obligations of confidence before access to such Confidential Information is granted.
5.4. Any breach of confidentiality by such employees, Affiliates or agents or other officers (whether during or after their employment with the receiving party) will be regarded as a breach by the receiving party and the receiving party acknowledges that it will be responsible for any breach of this Agreement by any person to whom it is permitted to disclose Confidential Information pursuant to this Section 5.4.
5.5. Notwithstanding Section 5.2, where (i) requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body; (ii) required by the rules of any stock exchange on which the receiving party’s shares or other securities are listed; or (iii) required by the laws or regulations of any country with jurisdiction over the receiving party’s affairs, the receiving party may disclose the Confidential Information to the Disclosing Party extent required, provided that it immediately gives the other party notice of the circumstances and the opportunity, if it is permitted and such exists, to seek, at the other Party’s own cost, to prevent or limit such disclosure.
5.6. If it is permitted, the receiving party agrees to notify the disclosing party upon becoming aware that any part of the disclosing party’s Confidential Information as has been disclosed in breach of this Agreement.
5.7. If requested in writing by the Disclosing Party at anytime during or after expiry or termination disclosing party, the receiving party will: promptly return to the disclosing party all of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) shall not apply to any the disclosing party’s Confidential Information which:
10.3.1 is already (in the public domain other than through default of form provided to the Receiving Party;
10.3.2 receiving party) which is already in the Receiving Partyreceiving party’s or its Group’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party without reference or control; to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing extent possible, destroy or permanently erase (if in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoringelectronic format), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect all copies of such Confidential Information, or any part thereof, made by the receiving party or its Group and commit not to retrieve or use Confidential Information not destroyed or erased other than as required by law, audit or for compliance purposes; and use all reasonable endeavours to ensure that anyone to whom the receiving party or its Group has disclosed any such Confidential Information in accordance with Section 5.2 or Section 5.5 returns, destroys or permanently erases (if in electronic format) such Confidential Information and any copies thereof made by them and all parts thereof, in each case, save to the extent that the receiving party or its Group or such recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body and not commits to retrieve or use such Confidential Information other than as required by law, audit or for compliance purposes.
10.6 Any samples5.8. If requested by the disclosing party, plans, drawings or information relating the receiving party will provide to the Services supplied to or specifically produced disclosing party a certificate, in writing, signed by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property a director of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreementreceiving party declaring that it has complied with its obligations under Section 5.7.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 3 contracts
Samples: Registry Registrar Agreement, Registry Registrar Agreement, Registry Registrar Agreement
Confidentiality and Intellectual Property. 10.1 In respect of any Confidential Information it may receive from 8.1 All written information and data made available by one Party (“the Disclosing Party”) to the other Party (“the "DiscloserReceiving Party”) hereunder is confidential (“Confidential Information”) and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any treat such Confidential Information with the same care as it would reasonably treat its own confidential information.
8.2 Each Party will use all reasonable endeavours to ensure that the Confidential Information is not copied or disclosed to any third party, without the Discloser’s prior written consentparty whatsoever.
10.2 The 8.3 Upon written request of the Disclosing Party or expiration or termination of this Agreement the Receiving Party shall will return to the Disclosing Party any all Confidential Information as requested not previously returned.
8.4 The obligations contained in writing by the Disclosing Party at anytime during or after expiry or this clause 8 will survive termination of this AgreementAgreement by ten (10) years.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) 8.5 Information shall not apply to any be considered as Confidential Information whichwhere it is:
10.3.1 is 8.5.1 already in the public domain other than through default of the Receiving Party;
10.3.2 is 8.5.2 already in the Receiving Party’s possession with no obligation of confidentiality;; or
10.3.3 is 8.5.3 independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 8.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving 8.7 Nothing in this clause 8 shall prevent either Party shall indemnify disclosing such Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party provisions of clause 12.3, provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations are herein contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination respect of this Agreement for any reason for a period of ten (10) yearssuch Confidential Information.
Appears in 2 contracts
Samples: Commission Agreement, Commission Agreement
Confidentiality and Intellectual Property. 10.1 In respect of any Confidential Information it may receive from Both Parties shall ensure that:-
a) All written information and data made available by one Party (“the Disclosing Party”) to the other Party (“the "DiscloserReceiving Party”) hereunder is confidential (“Confidential Information”) and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any treat such Confidential Information with the same care as it would reasonably treat its own confidential information.
b) Employees comply with their requirements on confidentiality which necessitates that any information coming into the hands of either Party or their employees of a confidential nature, including individual’s records, shall not be divulged to any unauthorised person or persons, or any third party, without the Discloser’s prior written consentparty whatsoever.
10.2 The Receiving Party shall return c) Satisfactory systems exist to ensure that unauthorised persons do not obtain such confidential information.
d) Strict adherence to the Disclosing Party any Confidential Information as requested NHS Code of Practice on Confidentiality is maintained.
e) The obligations contained in writing by the Disclosing Party at anytime during or after expiry or this clause 10 will survive termination of this Agreementagreement by ten (10) years.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) 11.1 Information shall not apply to any Confidential Information whichbe considered as confidential information where it is:
10.3.1 is already a) Already in the public domain other than through default of the Receiving Party;
10.3.2 is already b) Already in the Receiving Party’s possession with no obligation of confidentiality;; or
10.3.3 is independently c) Independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 11.2 Nothing in this Clause clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from either Party disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing such Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring)Parties, provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information
11.3 Each party shall comply with its respective obligations under applicable data protection legislation and regulation, including, but not limited to, the General Data Protection Regulations and the Data Protection act 2018.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 2 contracts
Confidentiality and Intellectual Property. 10.1 In respect All information disclosed by one party to the other, including without limitation the terms of this Agreement, information about customers, finances, trade secrets, proprietary methods, strategies or any technical, financial, business or other information will be deemed to be the disclosing party’s proprietary and confidential information (“Confidential Information”). Confidential Information it may receive from will be held in confidence by the other Party (receiving party and will not be disclosed by the "Discloser”) and subject always to the remainder receiving party of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party, without the Discloserwritten consent of the disclosing party. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to employees with a need to know, bankers or other sources of financing, accountants, attorneys, consultants, advisers, and potential purchasers of the receiving party, but only upon a written undertaking by the third party to be bound by the terms of this Confidentiality and Intellectual Property provision. The receiving party shall not use the disclosing party’s Confidential Information for any purpose other than as contemplated by this Agreement. Confidential Information does not include information that (i) is generally and freely publicly available through no fault of the Receiving Party, (ii) the Receiving Party otherwise rightfully obtains from third parties without restriction, or (iii) is independently developed by employees of the Receiving Party with no knowledge of or access to such information. Notwithstanding the foregoing, the receiving party may disclose the disclosing party’s Confidential Information if required to so by lawful order of a government agency or court with jurisdiction over the receiving party, but the receiving party shall, to the extent allowed by law, inform the disclosing party of the order so that the disclosing party may seek to limit or prevent the disclosure. Each party, as a receiving party, acknowledges that a breach of this section would result in irreparable harm to the disclosing party, * [***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. which harm could not be fully remedied by money damages. Without limiting any other relief available to the disclosing party, the disclosing party may seek equitable relief to enforce the terms of this section and the receiving party shall not seek to require a bond or other security in connection with the same. Buyer shall not use Seller’s name, logo, trademarks, or other intellectual property in promoting, using, or selling the Products (or products incorporating them) without Seller’s prior written consent.
10.2 The Receiving Party . Seller shall return to the Disclosing Party any Confidential Information as requested in writing by the Disclosing Party at anytime during or after expiry or termination of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) shall not apply to any Confidential Information which:
10.3.1 is already in the public domain other than through default of the Receiving Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other retain all intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property)Products.
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 1 contract
Confidentiality and Intellectual Property. 10.1 In respect (a) The Supplier acknowledges that all material and information which has or will come into its possession in connection with this Agreement or the performance of any the obligations hereunder consists of Confidential Information it may receive from the other Party (the "Discloser”) and subject always which, if disclosed to third parties, might be damaging to the remainder of this Clause 10.1, each Party Customer.
(b) The Supplier agrees and undertakes -
(i) not to use the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information for any purpose other than in connection with the Goods and Services and then on a "need to know" basis only;
(ii) not to use the Confidential Information, whether directly or indirectly, for its benefit;
(iii) to treat and safeguard Confidential Information as strictly private and Confidential;
(iv) except as permitted by this Agreement, not to use, disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party, party for any reason or purpose whatsoever without the Discloser’s prior written consent.
10.2 The Receiving Party shall return to the Disclosing Party any Confidential Information as requested in writing by the Disclosing Party at anytime during or after expiry or termination of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) shall not apply to any Confidential Information which:
10.3.1 is already in the public domain other than through default of the Receiving Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; orCustomer which consent may be withheld in the sole and absolute discretion of the Customer;
10.3.5 disclosure is required (v) to ensure take all such steps as may be reasonably necessary to prevent Confidential Information from falling into the compliance hands of either party unauthorised third parties;
(vi) to restrict the dissemination of the Confidential Information to only those of its Staff members who are actively involved in the Goods and Services, then only on a “need to know” basis and the Supplier shall initiate, maintain and monitor internal security procedures to prevent any unauthorized disclosure;
(vii) to take all practical steps, both before and after disclosure, to impress upon its Staff members who are given access to Confidential Information the secret and confidential nature thereof.
(c) The Supplier shall protect the Confidential Information in the manner, and with the Freedom endeavour, of a reasonable person protecting his or her own Confidential Information. In no event shall the Supplier use less than reasonable efforts to protect the confidentiality of the Confidential Information. Specifically, the Supplier may not utilise, employ, exploit or in any other manner whatsoever use the Confidential Information Xxx 0000for any purpose whatsoever.
10.4 Nothing (d) The Supplier hereby warrants in this Clause 10 (Confidentiality favour of the Customer that it shall at all times strictly comply with all applicable Laws and Intellectual Property) shall prevent with all the Recipient provisions and requirements of the Customer’s Data protection policies and procedures, as may be updated from disclosing Confidential Information where it is required time to do so by judicialtime, administrativeand any further reasonable requirements of which the Customer may, governmental or regulatory process from time to time, advise the Supplier in connection with any actionwriting, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with including the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party POPIA for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes durations of this Agreement.
10.7 The Receiving Party shall indemnify (e) This clause 4 is severable from the Disclosing Party rest of the Agreement and shall keep remain valid and binding on the Disclosing Party indemnified against Losses and Indirect Losses suffered Supplier notwithstanding any termination or incurred expiration of this Agreement.
(f) The Parties agree that nothing in this Agreement will be construed to grant either party any rights, title or interest in the Intellectual Property rights, whether registered or not, of the other, unless otherwise agreed in writing by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property)Parties.
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Confidentiality and Intellectual Property. 10.1 In respect 7.1 It is understood that during the course of any Confidential Information it this Agreement, Innovex and its employees may receive from data and information which is confidential and proprietary to Client. All such data and information (hereinafter "Client Confidential Information") written or verbal, tangible or intangible, made available, disclosed, or otherwise made known to Innovex and its employees as a result of services under this Agreement shall be considered confidential and shall be considered the other Party sole property of Client. All information regarding Innovex's operations, including but not limited to Innovex's Property, disclosed by Innovex to Client in connection with this Agreement is proprietary, confidential information belonging to Innovex (the "Discloser”) Innovex Confidential Information", and subject always to together with the remainder of this Clause 10.1Client Confidential Information, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information"). The Confidential Information shall be (a) marked as confidential, (b) otherwise represented by the disclosing party as confidential either before or within a reasonable time after its disclosure, or (c) otherwise represent information of the type afforded confidential treatment. The Confidential Information shall be used by the receiving party and its employees only for purposes of performing the receiving party's obligations hereunder. Each party agrees that it will not reveal, publish, or otherwise disclose the Confidential Innovex Standard Terms for Clinical Services 10 Innovex #5378 Information of the other party to any third party without the prior written consent of the disclosing party, without provided that the Discloser’s prior written consent.foregoing obligations shall not apply to Confidential Information which:
10.2 The Receiving Party shall return (a) is or becomes generally available to the Disclosing Party any Confidential Information public other than as requested in writing a result of a disclosure by the Disclosing Party at anytime during receiving party;
(b) becomes available to the receiving party on a non-confidential basis from a source which is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation to the disclosing party;
(c) the receiving party develops independently of any disclosure by the disclosing party;
(d) was in the receiving party's possession or known to the receiving party prior to its receipt from the disclosing party; or
(e) is required by law to be disclosed. This obligation of confidentiality and non-disclosure shall remain in effect for a period of five years after expiry or the termination of this Agreement.
10.3 The provisions 7.2 All data and information necessary for Innovex to conduct project assignments will be forwarded by Client to Innovex. All data and information generated or derived by Innovex as the result of services performed by Innovex under this Clause 10 (Confidentiality and Intellectual Property) shall not apply to any Confidential Information which:
10.3.1 is already in the public domain other than through default of the Receiving Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, Agreement shall be and remain the exclusive property of Client. Any inventions that may evolve from the Disclosing Party data and information described above or as the result of services performed by Innovex under this Agreement shall be used solely belong to Client and Innovex agrees to assign its rights in all such inventions and/or related patents to Client. Notwithstanding the foregoing, Client acknowledges that Innovex possesses certain inventions, processes, know-how, trade secrets, improvements, other intellectual properties and other assets, including, but not limited to analytical methods, procedures and techniques, computer technical expertise and software, which have been independently developed by Innovex (collectively "Innovex's Property"). Client and Innovex agree that any Innovex Property or improvements thereto which are used, improved, modified or developed by Innovex under or during the Receiving Party for the purposes term of this AgreementAgreement are the sole and exclusive property of Innovex. Innovex Standard Terms for Clinical Services 11 Innovex #5378
7.3 It is expressly agreed that neither party transfers to the other party by operation of the Agreement any patent right, copyright or other proprietary right either party owns, except as specifically set forth herein.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 7.4 The obligations contained in of Innovex and the Client under this Clause 10 (Confidentiality and Intellectual Property) Section 7 shall survive the expiry or termination of this the Agreement for any reason for a period of ten (10) yearswhatever reason.
Appears in 1 contract
Samples: Clinical Services Agreement (LXR Biotechnology Inc)
Confidentiality and Intellectual Property. 10.1 In respect 7.1. Each of the Parties shall keep confidential this Agreement and shall not disclose to any other person nor use for any purpose any Confidential Information it may receive or any information obtained from the other Party (or as a result of negotiating, entering into or imp lementing this Agreement other than information which:
7.1.1. Is required to be disclosed by operation of law or any requirement of a competent authority PROVIDED ALWAYS that the "Discloser”) and subject always receiving Party shall promptly inform the other Party to whom the Confidential Information belongs of any such requirement to enable such Party take any legal measures or otherwise for purposes of protecting its interests; or
7.1.2. Is reasonably required to be disclosed in confidence to the remainder Party’s professional advisors for use in connection with this Agreement PROVIDED ALWAYS the said Party shall be responsible for ensuring its said professional advisors adhere to the Party’s obligation of this Clause 10.1, each confidentiality as if such advisors were the receiving Party; or
7.1.3. Is or becomes within the public domain (otherwise than through the default of the recipient Party); or
7.1.4. Is in the possession of the receiving Party (without restriction in relation to disclosure before the "Recipient”) undertakes to keep secret date of receipt from the disclosing Party; or
7.1.5. Is received from a third party who lawfully acquired it and strictly confidential and shall not disclose any such Confidential Information to any third party, without the Discloser’s prior written consentwho is under no obligation restricting its disclosure.
10.2 7.2. The Receiving Party shall return above five exceptions to the Disclosing Party any Confidential Information as requested in writing by the Disclosing Party at anytime during or after expiry or termination of this Agreement.
10.3 The confidentiality provisions of this Clause 10 (Confidentiality and Intellectual Property) shall Agreement do not apply confer any license or other rights to th e Receiving Party for any of the Confidential Information which:
10.3.1 is already referenced in the public domain other than through default said exceptions. Nothing herein shall permit the Receiving Pa rty to disclose or use, except as explicitly permitted elsewhere in this Agreement, Confidential Information of the Receiving Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party then only on an “as- needed” basis for the purposes of this Agreement.
10.7 The Receiving 7.3. All public announcements and / or press release in connection with the subject matter of this Agreement or its implementation shall only be made after mutual consultation and agreement on all the parameters thereof.
7.4. Neither Party shall indemnify (except in the Disclosing proper course of performing its duties under this Agreement) during or after the period of this Agreement divulge to any person whatever or otherwise make use of Confidential Information and each Party and shall keep use its best endeavors to prevent the Disclosing Party indemnified against Losses and Indirect Losses suffered publication or incurred by the Disclosing Party as a result disclosure of any Confidential Information.
7.5. For the avoidance of doubt all Intellectual Property inherent in the software, materials and other solutions provided by ViewTech under this Agreement (including improvements and upgrades thereto) shall remain the sole and exclusive property of ViewTech Limited. Further and unless otherwise agreed in writing, the Merchant shall not be entitled to use of the Intellectual Property of ViewTech save for the strict purposes of this Agreement. All the intellectual property rights in the services and technology deployed pursuant to these terms and conditions shall be the sole Intellectual property of ViewTech. Any unauthorised2 service interruption on interference through your account shall lead to an automatic suspension.
7.6. Except as provided above both Parties retain ownership of their pre-existing intellectual property rights protected material.
7.7. Any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of clause shall entitle the offended Party to terminate this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and Agreement in addition to any damages the Disclosing Party shall be all other remedies entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach it under law.
7.8. The provisions of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) clause shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) yearsin perpetuity.
Appears in 1 contract
Samples: Merchant Contract
Confidentiality and Intellectual Property. 10.1 In respect of any A Party receiving Confidential Information it may receive from the other Party (the "Discloser”) and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and or developing Confidential Information hereunder shall not disclose any such Confidential Information to any third party, without the Discloser’s prior written consent.
10.2 The Receiving Party shall return to the Disclosing Party any Confidential Information as requested in writing by the Disclosing Party at anytime during party or after expiry otherwise for a period extending ten (10) years following expiration or earlier termination of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) shall not apply to any Confidential Information which, except as follows:
10.3.1 (a) to the extent such information is already in the or becomes general public domain other than knowledge through default no fault of the Receiving recipient Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure (b) to the extent such information can be shown by contemporaneous documentation of the recipient Party to have been in its possession prior to receipt thereof hereunder; or
(c) to the extent such information is required received by the recipient Party from a third party without any breach of an obligation to ensure the compliance of either party with the Freedom of Information Xxx 0000disclosing Party; or [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
10.4 Nothing (d) to the extent required by law, by local authorities for regulatory purposes or is necessary to perform its obligations under this Agreement, in which case, the recipient Party may disclose the information if the recipient Party gives the other Party prior notice of such disclosure and an opportunity to comment upon the content of the disclosure. However, SynCo shall have the right, at all times and without the obligation to give notice to Chiron, to use information related to its Plant for its own business purposes and Chiron shall have the right, at all times and without the obligation to give notice to SynCo, to use the information related to the Vaccines for its own business purposes. For the avoidance of doubt: It is understood that SynCo purchased the Plant and certain related equipment, including computers and other information technology systems, from an Affiliate of Chiron, and that prior to such purchase the Plant and equipment were utilized by Chiron and its Affiliates for the manufacture of Products. It is further understood that certain employees of SynCo formerly were employees of an Affiliate of Chiron and were engaged directly or indirectly in the manufacture of Products. Notwithstanding anything to the contrary contained herein, and in particularly notwithstanding paragraph (b) above, all information relating the Specifications, Technology or manufacture of the Products which exists as of the date of this Clause 10 (Confidentiality Agreement shall be owned solely and Intellectual Property) exclusively by Chiron and shall prevent not be disclosed by SynCo at any time during the Recipient from disclosing term of this Agreement or for a period of ten years following the expiration or earlier termination of this Agreement. Each Party shall use Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent received from the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one other Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this AgreementAgreement and for no other purpose whatsoever.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 1 contract
Confidentiality and Intellectual Property. 10.1 In respect of any Confidential Information it may receive from 8.1 All written information and data made available by one Party (“the Disclosing Party”) to the other Party (“the "DiscloserReceiving Party”) hereunder is confidential (“Confidential Information”) and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any treat such Confidential Information with the same care as it would reasonably treat its own confidential information.
8.2 Each Party will use all reasonable endeavours to ensure that the Confidential Information is not copied or disclosed to any third party, without the Discloser’s prior written consentparty whatsoever except as in accordance with clause 8.7 below.
10.2 The 8.3 Upon written request of the Disclosing Party or expiration or termination of this Agreement the Receiving Party shall will return to the Disclosing Party any all Confidential Information as requested not previously returned.
8.4 The obligations contained in writing by the Disclosing Party at anytime during or after expiry or this clause 8 will survive termination of this AgreementAgreement by ten years.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) 8.5 Information shall not apply to any be considered as Confidential Information whichwhere it is:
10.3.1 is a) already in the public domain other than through default of the Receiving Party;
10.3.2 is b) already in the Receiving Party’s possession with no obligation of confidentiality;; or
10.3.3 is c) independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 8.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving 8.7 Nothing in this clause 8 shall prevent either Party shall indemnify disclosing such Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the Disclosing provisions of clause 12.4, provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
8.8 Each Party must ensure, and shall keep be able to demonstrate, compliance with all General Data Protection Regulation and the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 Data Protection Act 2018 (Confidentiality and Intellectual PropertyDPA 2018).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 1 contract
Samples: Service Agreement
Confidentiality and Intellectual Property. 10.1 In respect of any (a) Each Party (the “Receiving Party”) may be provided with or otherwise have access to Confidential Information it may receive from of the other Party (the "Discloser“Disclosing Party”) and subject always to the remainder ), its customers, suppliers, licensors, business partners and/or other third parties, whether directly or indirectly, in writing, orally, electronically or by drawings or inspection of this Clause 10.1equipment, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third partyproducts, without the Discloser’s prior written consent.
10.2 facilities, software or other property. The Receiving Party shall return agrees not to disclose any Confidential Information of the Disclosing Party to third parties or to use any Confidential Information as requested in writing for any purpose other than performance of its obligations or exercise of its rights pursuant to this Agreement, without prior written consent of the Disclosing Party.
(b) Confidential Information does not include information that: (i) is or later becomes available to the public through no breach of the Agreement by the Disclosing Receiving Party; (ii) is obtained by the Receiving Party at anytime during or after expiry or termination of this Agreement.
10.3 The provisions of this Clause 10 from a third party who had the legal right to disclose the information to the Receiving Party; (Confidentiality and Intellectual Propertyiii) shall not apply to any Confidential Information which:
10.3.1 is already in the public domain other than through default possession of the Receiving Party;
10.3.2 is already in the Receiving Party’s possession with no Party without obligation of confidentiality;
10.3.3 confidentiality at the time of disclosure by the Disclosing Party; (iv) is developed independently developed by the Receiving Party without reference use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law, government regulation, or court order, provided that if the Receiving Party discloses the Confidential Information;Information pursuant to Section 4(b)(v) hereof, the Receiving Party shall give the Disclosing Party reasonable advance, written notice sufficient to permit the Disclosing Party to contest such requirement of disclosure, take all reasonable and lawful actions to avoid and/or minimize the extent of such disclosure, and cooperate with the Disclosing Party, at the Disclosing Party’s cost, if the Disclosing Party wishes to seek a protective order or other equitable relief.
10.3.4 is authorised for (c) Neither Party shall make any press release by or other public announcement regarding the existence or terms of this Agreement without the prior written consent of the Discloser; or
10.3.5 disclosure is required other Party, except as necessary to ensure comply with Applicable Laws (including securities regulations). Notwithstanding anything to the compliance contrary in this Agreement, either Party may disclose this Agreement on a reasonable need-to-know basis to actual and potential investors, acquirers, lenders, licensees or collaborators under reasonable conditions of either party with confidentiality under the Freedom circumstances. (d) The obligations set forth in this Section 4 shall survive the termination or expiration of this Agreement or a PSA for any reason and are in addition to, not in lieu of, any other obligations regarding the Confidential Information Xxx 0000contained in any other agreement.
10.4 Nothing in this Clause 10 (Confidentiality e) All Client Intellectual Property and Intellectual Property) Product Inventions will be the sole and exclusive property of Client. Service Provider will, and hereby does, at no cost, assign to Client any and all Product Inventions. If Client requests and at Client’s expense, Service Provider will execute any and all applications, assignments or other instruments and give testimony which shall prevent the Recipient from disclosing Confidential Information where it is required be necessary to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality apply for and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions obtain letters of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights patent or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered U.S. or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled foreign country with respect to the remedies Product Inventions and Client shall reimburse Service Provider for reasonable out of injunctionpocket expenses incurred. Client hereby grants to Service Provider a royalty-free, specific performance non-transferable license (without right to sublicense) to use such Client Intellectual Property and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property)Product Inventions solely to the extent necessary to perform the Services during the Term.
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 1 contract
Samples: Master Services Agreement (Opiant Pharmaceuticals, Inc.)
Confidentiality and Intellectual Property. 10.1 In respect of any Confidential Information Each party ----------------------------------------- acknowledges that it may receive obtain from the other Party party certain business, technology, financial, client, or other information during the course of this Agreement, including ideas, business plans, pricing and marketing and sales strategies, and other materials and information regarding the other party's business operations, technology, or clients (the "Discloser”) Proprietary Information"). Each party shall at all times keep and subject always to maintain the remainder confidentiality of this Clause 10.1all Proprietary Information of the other party and the other party's clients, each Party (and shall not use or reproduce such Proprietary Information except for the "Recipient”) undertakes to keep secret and strictly confidential purposes provided herein and shall not disclose any such Confidential Proprietary Information to any third party, . Each party may disclose the other party's Proprietary Information solely to employees and subcontractors that have a need to know and that are bound by non-use and non-disclosure obligations no less restrictive than those set forth in this Section. The receiving party shall not be obligated under this Section with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the Discloser’s receiving party or its employees or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) is rightfully in the possession of the receiving party (where such possession is not the result of prior written consent.
10.2 The Receiving Party shall return relationships between Vendor and Reseller) without restriction prior to the Disclosing Party any Confidential Information as requested in writing its disclosure by the Disclosing Party at anytime during other party; or after expiry or termination of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Propertyiv) shall not apply to any Confidential Information which:
10.3.1 is already in the public domain other than through default of the Receiving Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party receiving party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent use of the Discloser; or
10.3.5 disclosing party's Proprietary Information. The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to limit disclosure is required and to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided obtain confidential treatment. The parties acknowledge that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) Section by the Receiving Partyreceiving party shall cause the disclosing party irreparable harm and therefore, and in addition to any damages other remedies, the Disclosing Party disclosing party shall be entitled to equitable or injunctive relief as a remedy for such breach. Both parties recognize that the remedies Information and Data may belong to the Client and is confidential. Vendor will comply with any and all reasonable security precautions established by a Client in Vendor's performance of injunctionan SOW. In addition, specific performance each party shall ensure that all of its employees assigned to perform services and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of support under this Agreement for any reason for a period are aware that it is bound by the foregoing and each party shall advise all of ten (10) yearsthese persons of the importance of strict compliance with its provisions. Each party shall inform all of its representatives, agents, subcontractors and assignees, if any, of these requirements and require their adherence to the foregoing.
Appears in 1 contract
Samples: Reseller Agreement (Modem Media Inc)
Confidentiality and Intellectual Property. 10.1 In respect of any Confidential Information it may receive from 8.1 All written information and data made available by one Party (“the Disclosing Party”) to the other Party (“the "DiscloserReceiving Party”) hereunder is confidential (“Confidential Information”) and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any treat such Confidential Information with the same care as it would reasonably treat its own confidential information.
8.2 Each Party will use all reasonable endeavours to ensure that the Confidential Information is not copied or disclosed to any third party, without the Discloser’s prior written consentparty whatsoever except as in accordance with clause 8.7 below.
10.2 The 8.3 Upon written request of the Disclosing Party or expiration or termination of this Agreement the Receiving Party shall will return to the Disclosing Party any all Confidential Information as requested not previously returned.
8.4 The obligations contained in writing by the Disclosing Party at anytime during or after expiry or this clause 8 will survive termination of this AgreementAgreement by ten years.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) 8.5 Information shall not apply to any be considered as Confidential Information whichwhere it is:
10.3.1 is a) already in the public domain other than through default of the Receiving Party;
10.3.2 is b) already in the Receiving Party’s possession with no obligation of confidentiality;; or
10.3.3 is c) independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either party with the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 8.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving 8.7 Nothing in this clause 8 shall prevent either Party shall indemnify disclosing such Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the Disclosing provisions of clause 12.4, provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
8.8 Each Party must ensure, and shall keep be able to demonstrate, compliance with all General Data Protection Regulation and the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 Data Protection Xxx 0000 (Confidentiality and Intellectual PropertyDPA 2018).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 1 contract
Samples: Service Agreement
Confidentiality and Intellectual Property. 10.1 In respect 13.1 Employees have access to a wide range of any Confidential Information it may receive from commercial practices, procedures and documentation which are the other Party (property of the "Discloser”) and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential Employer. Such information shall be kept secure and shall not disclose any such Confidential Information be copied or passed on to any third party, persons or media without the Discloser’s written approval of the Employer. Depending on the severity, as reasonably determined by the Employer, a breach of this policy shall result in disciplinary action or termination of employment.
13.2 Employees shall at all times treat and keep as confidential, all information that is the property of the Employer or its clients that has not lawfully entered the public domain, including but not limited to information that employees may during the course of employment become aware of.
13.3 Employees shall not divulge or use confidential information, either during the period of employment, or after termination of employment, other than:
a) in the ordinary course of employment consistent with Employer policies and instructions;
b) with the Employer's prior written consent.
10.2 The Receiving Party shall return to the Disclosing Party any Confidential Information as requested in writing by the Disclosing Party at anytime during or after expiry or termination of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) shall not apply to any Confidential Information which:
10.3.1 is already in the public domain other than through default of the Receiving Party;
10.3.2 is already in c) for the Receiving Party’s possession with no obligation purpose of obtaining legal advice as to confidentiality;
10.3.3 is independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser; or
10.3.5 disclosure is required d) where ordered to ensure the compliance of either party with the Freedom of Information Xxx 0000disclose by a court, commission or tribunal.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it 13.4 When confidential information is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties disclosed in accordance with the provisions clause immediately preceding, employees shall:
a) ensure that no more information than absolutely necessary in the best interests of Clause 16.6 (Information and Monitoring), provided the Employer is disclosed;
b) ensure that such Permitted Third Parties undertake the person to observe like obligations whom the information is imparted is made aware of confidentiality as are herein contained in respect of such Confidential Informationits confidential nature;
c) use their best endeavours to prevent that person from using or disclosing that information contrary to the intentions for which the information was disclosed.
10.6 Any samples13.5 The right, plans, drawings or title and interest (including but not limited to any existing and future copyright and moral rights) in any confidential information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property to which employees make a contribution, or create individually, during the course of employment shall belong to the Employer.
13.6 Employees acknowledge that the Employer owns all intellectual property rights in any concepts, ideas or documents they develop in the samecourse of employment with the Employer. This includes all business strategies, shall be staff records, other records, brands, trademarks, procedures, policies, plans, contracts, computer programs, data and any other proprietary information or copyrighted material relating to any Employer, related entity, project, or activity of the Employer.
13.7 As far as the law permits, the Employer retains indefinitely the exclusive property ownership and copyright of all work, facilities, or property, including intellectual property, created by employees in the course of the Disclosing Party and shall be used solely by employment with the Receiving Party for Employer.
13.8 Employees’ obligations under this clause will continue, notwithstanding the purposes expiry of this AgreementAgreement or termination of employment.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall 13.9 Each employee agrees to keep the Disclosing Party indemnified against Losses and Indirect Losses suffered confidential any pay offer or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations rates paid exceeding those contained in this Clause 10 (Confidentiality and Intellectual Property) Agreement. Any such higher offer or rates paid shall survive the expiry or not be disclosed unless required by law.
13.10 Any breach of these provisions involving employees shall result in disciplinary action including immediate termination of the employment and/or legal action.
13.11 Nothing in this Agreement for agreement shall be taken as in any reason for a period way prohibiting or restricting disclosure of ten (10) yearsthe details of this agreement by either party to any other person.
Appears in 1 contract
Samples: Employment Agreement
Confidentiality and Intellectual Property. 10.1 In respect 10.1. The Parties agree to maintain the confidentiality of any Confidential the Confidential Information it may receive from and to protect as a trade secret all portions of the other Party (party's Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Dissemination of Confidential Information by each party shall be limited to those employees with the "Discloser”) need for such access for the advancement of the goals anticipated under this Agreement. Each party agrees to maintain at least the same procedures regarding Confidential Information that it maintains with respect to its own Confidential Information. Without limiting the generality of the foregoing, neither party shall permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any material provided by the other party and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and both parties shall not disclose permit its personnel to reproduce or copy any such Confidential Information to any third party, without the Discloser’s prior written consentmaterial except as expressly authorized hereunder.
10.2 10.2. The Receiving Party shall return to the Disclosing Party any Confidential Information as requested in writing by the Disclosing Party at anytime during or after expiry or termination of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) term “Confidential Information” shall not apply to any Confidential Information information which:
10.3.1 is already (a) Is required to be disclosed by operation of law or any requirement of a competent authority PROVIDED ALWAYS that the disclosing Party shall promptly inform the other Party to whom the Confidential Information belongs of any such requirement to enable such Party take any legal measures or otherwise for purposes of protecting its interests; or
(b) Is reasonably required to be disclosed in confidence to the Party’s professional advisors for use in connection with this Agreement PROVIDED ALWAYS the said Party shall be responsible for ensuring its said professional advisors adhere to the Party’s obligation of confidentiality as if such advisors were the receiving Party
(c) Is or becomes within the public domain other (otherwise than through the default of the Receiving recipient Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent of the Discloser); or
10.3.5 (d) Is in the possession of the receiving Party without restriction in relation to disclosure at the date of receipt from the disclosing Party; or
(e) Is received from a third party who lawfully acquired it and who is required to ensure the compliance of either party with the Freedom of Information Xxx 0000under no obligation restricting its disclosure.
10.4 Nothing in this Clause 10 10.3. Neither Party shall (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable law.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights except in the same, shall be the exclusive property proper course of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of performing its duties under this Agreement.
10.7 The Receiving Party shall indemnify ) during or after the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination period of this Agreement for divulge to any reason for a period person whatever or otherwise make use of ten (10) yearsConfidential Information and each Party shall use its best endeavours to prevent the publication or disclosure of any Confidential Information.
Appears in 1 contract
Samples: General Terms & Conditions
Confidentiality and Intellectual Property. 10.1 In respect of any 9.1 A Party receiving Confidential Information it may receive (including, without limitation, Specifications, information related to the Plant and other data designated as confidential in writing by either Party) from the other Party (or developing such information hereunder shall not disclose such information to any third party or any Affiliated Company and shall keep it in strict confidence, use it solely for the "Discloser”) and subject always to purposes authorized under this Agreement during the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential term hereof and shall not disclose such information, for a period extending nine (9) years following termination, except as follows:
(a) to the extent such information is or becomes general public knowledge through no fault of the recipient Party; or
(b) to the extent such information can be shown by contemporaneous documentation of the recipient Party to have been in its possession prior to receipt thereof hereunder; or
(c) to the extent such information is received by the recipient Party from a third 14 party without any breach of an obligation by the disclosing Party; or
(d) to the extent required by law, by local authorities for regulatory purposes or is necessary to perform its obligations under this Agreement, in which case, the recipient Party may disclose the information if the recipient Party gives the other Party prior notice of such Confidential Information disclosure and an opportunity to any third partycomment upon the content of the disclosure. However, SYNCO shall have the right, at all times and without the obligation to give notice to NPS, to use information related to its Plant for its own business purposes and NPS shall have the right, at all times and without the obligation to give notice to SYNCO, to use the information related to rhPTH for its own business purposes.
9.2 NPS hereby grants to SYNCO a royalty-free, non-transferable, non-exclusive license, without the Discloser’s prior written consent.
10.2 The Receiving Party shall return rights to sub-license, under all patent rights and know-how owned or controlled by NPS, required to manufacture rhPTH for NPS in accordance with this Agreement for the Disclosing Party any Confidential Information as requested in writing by the Disclosing Party at anytime during or after expiry or termination term of this Agreement.
10.3 The provisions of 9.3 SYNCO agrees to give NPS a royalty-free, non-exclusive license on any ideas, innovations or inventions arising from this Clause 10 (Confidentiality and Intellectual Property) shall not apply Agreement which are related to any Confidential Information which:
10.3.1 is already in the public domain other than through default of the Receiving Party;
10.3.2 is already in the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 is independently developed by the Receiving Party without reference or useful to the Confidential Information;
10.3.4 is authorised for release by the prior written consent manufacture of the Discloser; or
10.3.5 disclosure is required rhPTH and to ensure the compliance of either party with the Freedom of Information Xxx 0000negotiate in good faith an exclusive license at NPS' request. This non-exclusive license can be sub-licensed.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent 9.4 This Agreement supersedes all other agreements, express or implied, between the Recipient from disclosing Confidential Information where it is required to do so by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable lawparties concerning confidentiality.
10.5 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property).
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 1 contract
Confidentiality and Intellectual Property. 10.1 In respect All information disclosed by one party to the other, including without limitation the terms of this Agreement, information about customers, finances, trade secrets, proprietary methods, strategies or any technical, financial, business or other information will be deemed to be the disclosing party’s proprietary and confidential information (“Confidential Information”). Confidential Information it may receive from will be held in confidence by the other Party (receiving party and will not be disclosed by the "Discloser”) and subject always to the remainder of this Clause 10.1, each Party (the "Recipient”) undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information receiving party to any third party, without the Discloser’s prior written consent.
10.2 The Receiving Party shall return to consent of the Disclosing Party any disclosing party. Notwithstanding the foregoing, the receiving party may disclose Confidential Information as requested in writing to employees with a need to know and accountants, attorneys, consultants and advisers, but only upon a written undertaking by the Disclosing Party at anytime during or after expiry or termination third party to be bound by the terms of this Agreement.
10.3 The provisions of this Clause 10 (Confidentiality and Intellectual Property) Property provision. The receiving party shall not apply to any use the disclosing party’s Confidential Information which:
10.3.1 is already in the public domain for any purpose other than as * [***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. contemplated by this Agreement. Confidential Information does not include information that (i) is generally and freely publicly available through default no fault of the Receiving Party;
10.3.2 is already in receiving party, (ii) the Receiving Party’s possession with no obligation of confidentiality;
10.3.3 receiving party otherwise rightfully obtains from third parties without restriction, or (iii) is independently developed by the Receiving Party without reference to the Confidential Information;
10.3.4 is authorised for release by the prior written consent employees of the Discloser; or
10.3.5 disclosure is required to ensure the compliance of either receiving party with no knowledge of or access to such information. Notwithstanding the Freedom of Information Xxx 0000.
10.4 Nothing in this Clause 10 (Confidentiality and Intellectual Property) shall prevent foregoing, the Recipient from receiving party may disclose the disclosing party’s Confidential Information where it is as required by law or if required to do so by judiciallawful order of a government agency or court with jurisdiction over the receiving party, administrativebut the receiving party shall, governmental to the extent allowed by law, promptly (before the disclosing party is prejudiced) inform the disclosing party of the request for or regulatory process issuance of such order so that the disclosing party may seek to limit or prevent the disclosure. Each party, as a receiving party, acknowledges that a breach of this section would result in irreparable harm to the disclosing party, which harm could not be fully remedied by money damages. Without limiting any other relief available to the disclosing party, and notwithstanding the dispute resolution procedures set forth in Section 8, below, the disclosing party may seek equitable relief to enforce the terms of this section and the receiving party shall not seek to require a bond or other security in connection with any actionthe same. Either party shall not use the other party’s name, suitlogo, proceedings trademarks, or claim other intellectual property in promoting, using, or otherwise by applicable law.
10.5 Nothing in this Clause 10 selling the Products (Confidentiality and Intellectual Propertyor products incorporating them) without the other party’s prior written consent. Seller shall prevent the Recipient from disclosing Confidential Information as is reasonably requested by Permitted Third Parties in accordance with the provisions of Clause 16.6 (Information and Monitoring), provided that such Permitted Third Parties undertake to observe like obligations of confidentiality as are herein contained in respect of such Confidential Information.
10.6 Any samples, plans, drawings or information relating to the Services supplied to or specifically produced by one Party for the other, together with the copyright, design rights or any other retain all intellectual property rights in the same, shall be the exclusive property of the Disclosing Party and shall be used solely by the Receiving Party for the purposes of this Agreement.
10.7 The Receiving Party shall indemnify the Disclosing Party and shall keep the Disclosing Party indemnified against Losses and Indirect Losses suffered or incurred by the Disclosing Party as a result of any breach of this Clause 10 (Confidentiality and Intellectual Property).
10.8 The Parties acknowledge that damages will not be an adequate remedy for any breach of this Clause 10 (Confidentiality and Intellectual Property) by the Receiving Party, and in addition to any damages the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Clause 10 (Confidentiality and Intellectual Property)Products.
10.9 The obligations contained in this Clause 10 (Confidentiality and Intellectual Property) shall survive the expiry or termination of this Agreement for any reason for a period of ten (10) years.
Appears in 1 contract
