Confidentiality and Limited Use. (a) With respect to all Confidential Information, both NEWCO and MONSANTO and AFFILIATES of either party agree as follows, it being understood that "recipient" indicates the party receiving the confidential, proprietary information from the other "disclosing" party. Confidential Information disclosed to the recipient shall remain the property of the disclosing party and shall be maintained in confidence by the recipient and shall not be disclosed to third parties by the recipient and, further, shall not be used except for purposes contemplated in this AGREEMENT. All confidentiality and limited use obligations with respect to the Confidential Information shall terminate five (5) years after the termination date of this AGREEMENT.
(b) Notwithstanding any provision to the contrary, a party may disclose the Confidential Information of the other party: (i) in connection with an order of a court or other government body or as otherwise required by or in compliance with law or regulations; provided that the disclosing party provides the other party with notice and takes reasonable measures to obtain confidential treatment thereof; (ii) in confidence to attorneys, accountants, banks and financial sources and their advisors; or (iii) in confidence, in connection with a license, sublicense, or acquisition so long as, in each case, the entity to which disclosure is made is bound to confidentiality on terms consistent with those set forth herein.
Confidentiality and Limited Use. (i) With respect to all Confidential Information, the parties agree as follows, it being understood that “recipient” indicates the party receiving the Confidential Information from the other “disclosing” party. Confidential Information disclosed to the recipient shall remain the property of the disclosing party and shall be maintained in confidence by the recipient with the same care and diligence as the recipient maintains its own Confidential Information. Confidential Information shall not be disclosed to third parties by the recipient and, further, shall not be used except for purposes contemplated in this Agreement.
(ii) In the event any party becomes legally compelled to disclose any of the Confidential Information, such party will, if legally permitted, provide to the other parties prompt notice so that each other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or compliance with the provisions of this Agreement is waived, a party will furnish only that portion of the Confidential Information which is legally required, and to the extent requested by the other party, will exercise its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Nothing contained in this Section 8.14 shall require Bank to give any notices concerning or restricting Bank from providing Confidential Information to its banking regulators as part of their periodic oversight and examination.
(iii) Notwithstanding anything to the contrary herein, the term “Confidential Information” shall not include any information that: (i) is in the public domain (unless resulting from breach of this Agreement) or in the possession of the receiving party without restriction at the time of receipt under this Agreement (except to the extent that information with respect to the Company or the Bank and its business was available to the Company or Bank respectively as a result of Bank’s direct or indirect prior ownership of the business now conducted by Company); (ii) is used or disclosed with the prior written approval of the disclosing party; (iii) is independently developed by the receiving party without use of the other party’s Confidential Information; (iv) is or becomes known to the receiving party from a source other than the disclosing par...
Confidentiality and Limited Use. With respect to all Confidential Information, both Licensee and Dow agree as follows, it being understood that “recipient” indicates the Party receiving the confidential, proprietary information from the other “disclosing” Party. Confidential Information and Biological Material provided or disclosed to the recipient shall remain the property of the disclosing Party and shall be maintained in confidence by the recipient and shall not be provided or disclosed to Third Parties by the recipient and, further, shall not be used except for purposes contemplated in this Agreement. Parties may disclose Confidential Information to officers, directors, employees, associates, agents, consultants, and Affiliates. All confidentiality and limited use obligations with respect to the Confidential Information shall terminate [**] years after the termination date of this Agreement.
Confidentiality and Limited Use. All Confidential Information disclosed to the recipient shall remain the property of the disclosing party and shall be maintained in confidence by the recipient and shall not be disclosed to Third Parties by the recipient (other than as reasonably necessary to permitted Sublicensees and Subcontractors, provided that the recipient has previously bound such Sublicensees and Subcontractors by confidentiality and restricted use obligations at least as stringent than those set forth in this Section 9.2) and, further, shall not be used except for purposes contemplated in this Agreement. All confidentiality and limited Initials Two Blades Foundation: 23 Initials Cellectis Plant Sciences, Inc.: Confidential Execution Copy CPS-14033 use obligations with respect to the Confidential Information shall terminate five (5) years after the termination date of this Agreement. Notwithstanding anything to the contrary in this Agreement, 2 Blades may disclose Confidential Information of CPS (a) to the extent required by [*****], and (b) provided by CPS in its reports to 2 Blades pursuant to Section 2.8, as such information relates directly to TAL Nucleases or any invention disclosed or claimed in the Licensed Patents, in 2 Blades’ reporting and marketing activities in a form approved in writing by CPS (which approval shall not be unreasonably withheld). For clarity, Confidential Information disclosed pursuant to clause (b) of the immediately preceding sentence shall not include any information regarding particular Traits or Third Party. In addition, either Party may disclose Confidential Information of the other Party: (i) in connection with an order of a court or other government body or as otherwise required by or in compliance with law or regulations; provided, however, that the disclosing party provides the other party with reasonable notice and takes reasonable measures to obtain confidential treatment thereof; or (ii) in confidence to recipient’s attorneys, accountants, banks and financial sources and its advisors, so long as, in each case, the entity to which disclosure is made is bound to confidentiality on terms consistent with those set forth herein.
Confidentiality and Limited Use. With respect to all Confidential Information, both Parties agree as follows, it being understood that "recipient” indicates the Party receiving the confidential, proprietary information from the other "disclosing” Party. Each Party receiving Confidential Information from the other Party, or any of its Affiliates, shall be free to disclose such Confidential Information to its Affiliates and its and their officers, directors, employees, agents, representatives, contractors and consultants who have a reasonable need to know the same in furtherance of such recipient’s duties or exercise of such recipient’s rights under this Agreement. Confidential Information provided or disclosed to the recipient shall remain the property of the disclosing Party and shall be maintained in confidence by the recipient and shall not be provided or disclosed to Third Parties by the recipient and, further, shall not be used except for purposes contemplated in this Agreement. All confidentiality and limited use obligations with respect to the Confidential Information shall terminate five (5) years after the termination or expiration of this Agreement, whichever occurs first.
Confidentiality and Limited Use. 9.1 LICENSEE shall use the LICENSOR DATA only in accordance with the licenses granted herein. No other use is permitted without the prior written consent of LICENSOR.
9.2 All LICENSOR DATA received hereunder must be kept confidential and must not be disclosed by LICENSEE, in any manner whatsoever, in whole or in part without the prior written consent of LICENSOR. Moreover, LICENSEE shall only disclose the LICENSOR DATA to its officers, directors and employees who need to know such LICENSOR DATA for the PURPOSE, who are informed by LICENSEE of the confidential nature of the LICENSOR DATA and who shall be bound to act in accordance with the terms and conditions of this Agreement.
9.3 LICENSEE hereby agrees that the LICENSOR DATA disclosed hereunder is and will remain the property of LICENSOR and LICENSOR PARTNER and that drawings or other written, printed or electronic data included therein are not to be copied or reproduced, mechanically or otherwise, without the prior written consent of LICENSOR, except for such copies that LICENSEE reasonably requires for the PURPOSE.
9.4 The term “LICENSOR DATA” does not include information provided hereunder that LICENSEE can prove:
a) was, at the time of disclosure, in the public domain or which subsequently enters the public domain through no act or failure to act by LICENSEE; or
b) was developed by or was in the possession of LICENSEE prior to being provided to LICENSEE by LICENSOR or LICENSOR PARTNER or on their behalf, provided that the source of such information was not known to LICENSEE to be prohibited from disclosing the information to LICENSEE by a legal, contractual or fiduciary obligation to LICENSOR or LICENSOR PARTNER; or
c) was or became available to LICENSEE on a non-confidential basis from a third party that is not known to LICENSEE to be prohibited from disclosing the information to LICENSEE by a legal, contractual or fiduciary obligation to LICENSOR. However, in situations a) through c) above (the “NON-CONFIDENTIAL INFORMATION”), LICENSEE undertakes not to disclose that such NON-CONFIDENTIAL INFORMATION lawfully in its possession is or was a part of the LICENSOR DATA.
9.5 The exceptions of Article 9.4 do not apply to any information provided hereunder which:
a) is specific and, at the time of its disclosure hereunder, merely embraced by general information within the exceptions, or
b) is a combination of features of the NON-CONFIDENTIAL INFORMATION, unless the combination itself, its principle of oper...
Confidentiality and Limited Use. 1. Multiscale Meeting participants shall strictly manage and store confidential information, without disclosing or leaking it to any third parties.
2. The obligations of confidentiality and limited use of the Confidential Information shall not apply to any information that falls under one or several of the following categories, provided sufficient evidence can be produced:
(1) information that was already in participant’s possession prior to being disclosed at the Multiscale Meeting;
(2) information that had been previously published or in the public domain prior to being disclosed at the Multiscale Meeting;
(3) information that had been approved for release to a third party prior to being disclosed at the Multiscale Meeting.
Confidentiality and Limited Use. (a) With respect to all Confidential Information, both DEKALB and MONSANTO agree as follows, it being understood that "recipient" indicates the party
Confidentiality and Limited Use. (a) With respect to all Confidential Information, both DEKALB and MONSANTO agree as follows, it being understood that "recipient" indicates the party receiving the confidential, proprietary information from the other "disclosing" party. Confidential Information disclosed to the recipient shall remain the property of the disclosing party and shall
Confidentiality and Limited Use. (a) With respect to all Confidential Information, both DEKALB and MONSANTO agree as follows, it being understood that "recipient" indicates the party receiving the confidential, proprietary information from the other "disclosing" party. Confidential Information disclosed to the recipient shall remain the property of the disclosing party and shall be maintained in confidence by the recipient with the same care and diligence as the recipient maintains its own Confidential Information. Confidential Information shall not be disclosed to third parties by the recipient and, further, shall not be used except for purposes contemplated in this Agreement. All confidentiality and limited use obligations with respect to the Confidential Information shall terminate ten (10) years after the termination date of this Agreement.
