Confidentiality and Non-Use Obligations. During the Confidentiality Period, the Receiving Party shall (i) protect the Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as Receiving Party uses to protect its own confidential information of a like nature, (ii) not use such Confidential Information in violation of any use restriction in any Transaction Agreement, and (iii) not disclose such Confidential Information to any Third Party, except as expressly permitted under this Agreement, in the Transaction Agreements or in any other agreements entered into between the parties in writing, without prior written consent of the Disclosing Party.
Confidentiality and Non-Use Obligations. The Receiving Party will keep confidential all Confidential Information of the Disclosing Party during the term of this Agreement and for a period of five (5) years following termination or expiration of this Agreement, and will only use such Confidential Information in connection with the performance of this Agreement. Each party will protect the other’s Confidential Information from unauthorized distribution or use using the same degree of care it uses to protect its own like information, but no less than a reasonable degree of care. All Confidential Information supplied by the Disclosing Party to the Receiving Party pursuant to the provisions of this Agreement, together with all copies thereof, will remain the property of the Disclosing Party.
Confidentiality and Non-Use Obligations. Each Party agrees that all Confidential Information disclosed to such Party or any of such Party’s Affiliates by the other Party or an Affiliate of such other Party (a) will not be used by the Permitted Recipients except as authorized under this Agreement and in connection with the activities contemplated by this Agreement or in order to further the purposes of this Agreement and (b) will be maintained in confidence by the Receiving Party and such Party’s Affiliates, with a degree of care that is not less than the Receiving Party typically exercises with respect to its own most valuable Confidential Information and in any case with not less than reasonable care. The Receiving Party will provide, upon the Disclosing Party’s request, a certification that access and use is being controlled in accordance with this Agreement. The Disclosing Party will have the right to audit to verify compliance with this Agreement. Notwithstanding any other provision of this Agreement, disclosure of Confidential Information will not be prohibited to the extent required to comply with Applicable Laws or regulations, or with a valid court or administrative order, provided that the Receiving Party will (i) notify the Disclosing Party of any such disclosure requirement or request as soon as practicable (and to the extent that it is legally able to do so); (ii) cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) if the Disclosing Party seeks a protective order or other remedy in respect of any such disclosure; and (iii) furnish only that portion of the Confidential Information which is responsive to such requirement or request. If Brammer becomes obliged to provide testimony or records regarding this Agreement in any legal or administrative proceeding relating to Customer, Customer will reimburse Brammer for its reasonable out-of-pocket costs plus a reasonable hourly fee for its employees or representatives at Xxxxxxx’x standard commercial rates.
Confidentiality and Non-Use Obligations for Confidential Information that is not also a trade secret under applicable law (Other Confidential Information), the Confidentiality and Non-Use Obligations as to Other Confidential Information shall remain in effect during the term of Employee’s employment by QuadraMed and for a period of seven (7) years thereafter and shall be perpetual as to trade secrets.
Confidentiality and Non-Use Obligations. Each Party shall maintain in confidence all information (herein "Information") which is:
Confidentiality and Non-Use Obligations. The Consultant acknowledges that, in the course of performing services for the Company, the Consultant may obtain knowledge of the Company's inventions, discoveries, know-how, trade secrets, business plans, products, processes, software, formulas, methods, models, prototypes, materials, disclosures, contractor and supplier lists, names and positions of employees and/or other proprietary and/or confidential information (collectively, the "Confidential Information"). The Consultant agrees to keep the Confidential Information secret and confidential and not to publish, disclose or divulge any confidential information to any other person, or use any confidential information for the Consultant's own benefit or to the detriment of the Company, or for any purpose other than in connection with the performance of consulting services to the Company, without the prior written consent of the Company, whether or not such Confidential Information was discovered or developed by the Consultant. The Consultant also agrees not to divulge, publish or use any proprietary and/or confidential information of others that the Company is obligated to maintain in confidence.
Confidentiality and Non-Use Obligations. Without limiting the terms of this Agreement, the Receiving Party will: (i) keep all Confidential Information of the Disclosing Party confidential and not use such Confidential Information except as necessary to perform the Receiving Party’s obligations and/or exercise its rights under this Agreement; (ii) use the same degree of care the Receiving Party uses to protect its own Confidential Information to prevent the unauthorized use or disclosure of the Disclosing Party’s Confidential Information, but in no event less than a commercially reasonable degree of care; and (iii) not disclose, reveal or otherwise make available the Disclosing Party’s Confidential Information to anyone except to: (a) its Affiliates; (b) its employees, agents, and representatives; and (c) its attorneys, auditors, regulatory authorities, accountants and other professional advisors, in each case (i.e., (a) through (c) above), who have a bona fide need to know such information, and on the condition that the Receiving Party informs such persons and/or entities of the obligations under this Agreement and such persons and/or entities are subject to obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as those set forth in this Agreement. The Receiving Party will promptly notify the Disclosing Party of any use or disclosure of the Disclosing Party’s Confidential Information not permitted by this Agreement of which the Receiving Party becomes aware and fully cooperate with the Disclosing Party to protect the Disclosing Party’s Confidential Information.
Confidentiality and Non-Use Obligations. During the term of this Agreement, each party shall (i) protect the Licensed Know-How by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Licensed Know-How as it uses to protect its own confidential information of a like nature, (ii) not use the Licensed Know-How in violation of any use restriction in any Transaction Agreement, and (iii) not disclose the Licensed Know-How to any Third Party, except as expressly permitted under this Agreement, in the Transaction Agreements or in any other agreements entered into between the parties in writing, without prior written consent of the licensing party.
Confidentiality and Non-Use Obligations. Except to the extent expressly authorized by this Agreement, each Party (for purposes of this Article 11, the “Receiving Party”) in possession of Confidential Information of the other Party (for purposes of this Article 11, the “Disclosing Party”) shall: (i) hold in confidence and not disclose the Disclosing Party’s Confidential Information to any Third Party without prior written consent of the Disclosing Party, except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, and (ii) only use (or permit the use of) the Disclosing Party’s Confidential Information as expressly permitted by this Agreement or any Related Agreement or for the performance of the Receiving Party’s obligations or the exercise of the Receiving Party’s rights under this Agreement or any Related Agreement; provided that, notwithstanding the foregoing ((i) and (ii)), with respect to any Confidential Information that constitutes Combination Therapy Clinical Data, the applicable Receiving Party shall have the right to use such Combination Therapy Clinical Data as provided in Section 4.2.
Confidentiality and Non-Use Obligations. (a) During the Term of this Agreement and for five (5) years thereafter without regard to the means of termination, neither Cadista nor Jubilant shall use, for any purpose other than the purpose of this Agreement, reveal or disclose to any Third-Party information and materials disclosed by the other Party (whether prior to or during the Term of this Agreement), and marked as confidential or for which the receiving Party knows or has reason to know are or contain trade secrets or other proprietary information of the other Party (the “Confidential Information”) without first obtaining the written consent of the other Party.
