Common use of Confidentiality and Limited Use Clause in Contracts

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.

Appears in 8 contracts

Samples: License Agreement (Calgene Inc /De/), Oil License Agreement (Calgene Inc /De/), License Agreement (Calgene Inc /De/)

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Confidentiality and Limited Use. (a) 17.2.1 With respect to all Confidential Information, both NEWCO and MONSANTO and AFFILIATES of either party Parties agree as follows, it being understood that "recipient" indicates the party Party receiving the confidential, proprietary information from the other "disclosing" party” 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 Party and shall be maintained in confidence by the recipient and shall not be provided or disclosed to third parties Third Parties by the recipient and, further, shall not be used except for purposes contemplated in this AGREEMENTAgreement. All confidentiality and limited use obligations with respect to the Confidential Information shall terminate five (5) years after the termination date or expiration of this AGREEMENTAgreement, whichever occurs first. (b) 17.2.2 Notwithstanding any provision to the contrary, a party Party may disclose the Confidential Information of the other partyParty: (i) in connection as deemed advisable by the Party, together with an order its legal counsel or accounting advisors, to comply with any law or regulation; rules of any stock exchange on which shares of a court Party or other government body or as otherwise required by its Affiliate are listed; or in compliance conformity with law or regulations; provided that accounting principles generally accepted in the disclosing party provides the other party with notice and takes reasonable measures to obtain confidential treatment thereofUnited States of America; (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.in

Appears in 1 contract

Samples: Lawn and Garden Brand Extension Agreement

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Confidentiality and Limited Use. (a) With respect to all Confidential Information, both NEWCO Monsanto and MONSANTO and AFFILIATES of either party Calgene agree as follows, it being understood that "recipient" indicates the party Party receiving the confidential, proprietary information Confidential Information from the other "disclosing" partyParty. Confidential Information disclosed to the recipient shall remain the property of the disclosing party 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 by the recipient except for purposes contemplated in this AGREEMENTAgreement. All confidentiality and limited use obligations with respect to the Confidential Information shall terminate five ten (510) years after the termination date disclosure of this AGREEMENTsuch Confidential Information. (b) Notwithstanding any provision to the contrary, a party Party may disclose the Confidential Information of the other partyother: (i) in connection with an the order of a court or other government governmental body or as otherwise required by or in compliance with law laws 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 confidence, to attorneys, accountants, banks and financial financing sources and their advisors; or (iii) in confidence, in connection with a license, proposed sublicense, merger or acquisition acquisition, or the like, so long as, in each case, the entity to which disclosure is made is bound binds itself to confidentiality on terms consistent with those set forth herein, in an agreement in which the Party whose Confidential Information is to be disclosed is expressly named as a third party beneficiary.

Appears in 1 contract

Samples: Oilseed Development Agreement (Calgene Inc /De/)

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