Confidentiality and Non-Use. In consideration of receiving Confidential Information, the QCP and PA agree as follows:
a. The Parties hereby acknowledge that any Confidential Information received by either Party is the property of the disclosing Party and the Property Owner, as applicable, and that the receiving Party shall hold confidential and not disclose to any Person, without the prior written consent of the disclosing Party or as otherwise required by law, and if such consent is given, obtain a written commitment from such third party, all Confidential Information and any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Confidential Information has been made available to the receiving Party or its Representatives; provided, however, that the Parties may disclose such Confidential Information to their Representatives and their potential or actual direct or indirect investors and potential or actual third party participants in the Project or third party assignees or transferees of all or any portion of the Project, who are actively and directly participating in the Party’s evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of the Project;
b. Each Party shall cause all its Representatives to observe the terms of this Agreement and shall be responsible for any breach of the terms of this Agreement by it or its Representatives; and,
c. The receiving Party shall return or destroy all Confidential Information (including all copies thereof) within ten (10) days of receipt of a written request made by the disclosing Party, except for one record copy that may be maintained by the receiving Party in its legal archives. Further, the receiving Party shall delete all Confidential Information contained in electronic files. Notwithstanding the foregoing, the Parties may retain copies of any computer records and files containing Confidential Information that have been created pursuant to their automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course. Any copies retained as described shall be maintained as Confidential Information in accordance with the terms of this Agreement.
d. In addition to the foregoing, neither Party will use the Confidential Information for any purpose other than directly...
Confidentiality and Non-Use. The parties and their respective officers, directors, employees, agents and representatives shall (1) keep the terms of this Agreement and any proprietary information provided hereunder (including, without limitation and information relating to Shippers’ oil and gas acreage position, drilling schedules, or well production estimates, including any information provided as part of any Scoping Plan or Drilling Plan) (collectively, the “Confidential Information”) confidential whether or not such Confidential Information is marked “confidential” and (2) without the prior written consent of the other parties, which may be withheld in any party’s sole discretion, refrain from using any Confidential Information for any purpose other than the fulfillment of each party’s contractual obligations under this Gathering Agreement. However, either party may disclose Confidential Information to the following persons or entities in the following circumstances:
(a) To financial institutions requiring such disclosure as a condition precedent to making or renewing a loan or independent certified public accountants for purposes of obtaining a financial audit; provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information, and that such financial institutions or accountants have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such financial institutions without seeking such consent.
(b) To courts or other governmental authorities, including persons or entities to whom disclosure is required by such courts or other governmental authorities, or as otherwise required by law, regulation, rule, order or stock exchange listing standard; provided, however, that the party making such disclosure shall use its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
(c) To prospective purchasers of an interest in a party or a parties’ assets, subject to such prospective purchaser being bound by a nondisclosure agreement. provided, however, that LMM shall first obtain the consent of Shipper prior to providing any Confidential Information to a prospective purchaser, and that such prospective purchasers have agreed in writing to keep the Confidential Information confidential; provided, however, LMM may provide the Agreement to such prospective purchasers without seeking such conse...
Confidentiality and Non-Use. The recipient of a disclosing Party’s Confidential Information shall maintain such Confidential Information in confidence, and shall disclose such Confidential Information only to its employees, agents, consultants, Affiliates, licensors, sublicensees, attorneys, accountants, investors, potential acquirors and advisors who have a reasonable need to know such Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein and for whom each Party shall be responsible for any breach of this Section 6. The recipient of the disclosing Party’s Confidential Information shall use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement (including, without limitation, the right to use and disclose such Confidential Information in regulatory applications and filings), unless otherwise mutually agreed in writing. The recipient of the other Party’s Confidential Information shall take the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care).
Confidentiality and Non-Use. 8.1 The Customer acknowledges that LB Know-How, LB Process, LB Patent Rights and General Application Intellectual Property and any of LB's other Intellectual Properly disclosed to, supplied to or held by Customer pursuant to this Agreement, and LB acknowledges that Customer Know-How, Customer Patent Rights, Customer Technology, Customer Information, Customer Process, New Customer Intellectual Property, Customer Materials and the Cell Line and any of Customer's other Intellectual Property disclosed to, supplied to or held by LB pursuant to this Agreement (all of the foregoing collectively referred to as "Confidential Information") is, subject to Clause 8.5, supplied and shall be held in circumstances imparting an obligation of confidence and each agrees to keep the other party's Confidential Information secret and confidential and to respect the other's proprietary rights therein and not at any time for any reason whatsoever to disclose or permit such Confidential Information to be disclosed to any third party save as expressly provided herein or to be used for any purpose not expressly authorized under this Agreement For the avoidance of doubt, the parties agree that all portions of documents and records describing and to the extent relating to the Product and the Customer Process shall be kept confidential by Lonza in accordance with the terms of this Clause 8.
8.2 The Customer and LB shall each procure that all their respective employees, consultants, contractors and persons for whom it is responsible having access to the other party's Confidential Information shall be subject to the same obligations of confidence as the principals pursuant to Clauses 8.1 and 8.3 and, in addition, with respect to LB, to the same obligations of non-use pursuant to Clauses 2.3, 3.6 and 8.1, and shall be bound, by written confidentiality agreements in support of all such obligations.
8.3 LB and the Customer each undertake, except as set forth herein, not to disclose or permit to be disclosed to any third party, or otherwise make use of or permit to be made use of (a) any Confidential Information of the other, or of any Affiliate of the other, or of any suppliers, agents, distributors, licensees or other customers of the other which comes into the receiving party's possession under this Agreement or (b) the commercial terms of this Agreement, except to the extent that any of the foregoing is required to be disclosed pursuant to subpoena, court order, judicial process or othe...
Confidentiality and Non-Use. The terms of any nondisclosure or confidentiality and non-use agreement entered into between MLI and Vendor shall apply to the goods/services, and the goods/services shall be treated as MLI’s confidential, proprietary information under any such agreement. All specifications, data and other information furnished by MLI, or its agents, to Vendor in connection with this PO remain the exclusive intellectual property of MLI and shall be treated by the Vendor as proprietary and shall not be disclosed or used, outside the limitation of this order, without prior written approval of a manager-level or higher representative of MLI. Vendor shall not make or authorize any news release, advertisement, or other disclosure which shall deny or confirm the existence of this PO without the prior written consent of MLI, except as may be required to perform this PO. MLI’s purchases, pricing, requirements, specifications, the Goods and/or Services provided hereunder and all other information related to MLI or its business shall be treated as confidential information and shall not be used or disclosed by Vendor for any purpose other than fulfilling this PO and any actions reasonably related or necessary thereto.
Confidentiality and Non-Use. The Receiving Party undertakes to the Disclosing Party to keep the Confidential Information secret at all times, not to disclose it or allow it to be disclosed in whole or in part to any third party without the Disclosing Party's prior written consent and not to use all or any of it except for the Purpose.
Confidentiality and Non-Use. The recipient of a disclosing party s confidential information shall maintain such Confidential Information in confidence and shall disclose such Confidential Information only to those of Its employees, agents, consultants, subcontractors, attorneys, accountants and other advisors who have a reasonable need to know such Confidential Information and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein. The recipient of the disclosing party's Confidential Information shall use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement including, without limitation, the right to use and disclose such Confidential Information in regulatory applications and filings), unless otherwise mutually agreed in writing. The recipient of the other party’s Confidential Information shall take the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care).
Confidentiality and Non-Use. Except to the extent expressly authorized by this Agreement or unless otherwise agreed in writing by the parties, each party agrees that, during the Screening Term and for five (5) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement any Confidential Information received from the other party, unless the receiving party can demonstrate by competent proof that such Confidential Information:
(a) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by the other party;
(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of such Agreements;
(d) is obtained by the receiving party from a third party who is lawfully in possession of such Confidential Information and is not subject to an obligation of confidentiality or non-use owed to the disclosing party; or
(e) was independently discovered or developed by the receiving party without the use of Confidential Information belonging to the disclosing party.
Confidentiality and Non-Use. The recipient party shall maintain the providing party's Confidential Information in strict confidence, except if and to the extent that such disclosure is required by applicable law and provided that the providing party has received written notice reasonably far in advance of the proposed disclosure. The recipient party shall use the providing party's Confidential Information solely to exercise its rights and perform its obligations under this Agreement, unless otherwise mutually agreed in writing. Upon request by the providing party, the recipient party shall, within ten (10) days of receiving such request, return all tangible materials comprising Confidential Information of the providing party and return or destroy any notes, copies, summaries or extracts of the providing party's Confidential Information, provided that each party shall be permitted to retain one copy of such embodiments of the other party's Confidential Information for legal archiving purposes.
Confidentiality and Non-Use. For a period of seven (7) years following either the expiration or termination of this Agreement, the recipient shall maintain the disclosing party’s Confidential Information in confidence. The recipient shall use the disclosing party’s Confidential Information solely for its performance of the Evaluation, unless otherwise mutually agreed in writing.
