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. 12.1 ASLAN acknowledges that all the ALMIRALL Confidential Information is confidential and proprietary to ALMIRALL and agrees to (i) maintain such Confidential Information in confidence during the Term of this Agreement and for a period of […***…] thereafter and (ii) use and appropriately disclose such Confidential Information solely for the purpose of performing its obligations hereunder or to exercise the rights granted to it hereunder. ASLAN covenants that it shall not disclose any such Confidential Information except to its employees, agents or any other Person under its authorization; provided, that such employees, agents or Persons under its authorization who have access to such Confidential Information have been advised by ASLAN of ASLAN’s obligations under this Agreement, and are contractually (in writing) or legally bound by confidentiality and non-use obligations not less stringent than those set forth in this Agreement prior to any such disclosure. ASLAN shall be responsible to ALMIRALL for the compliance of such Persons with this Agreement. For its part, ALMIRALL agrees to maintain in confidence and not to use, during the Term of this Agreement and for a period of […***…] thereafter, ASLAN’s Confidential Information, provided that ALMIRALL retains the right to use and disclose any such ASLAN Confidential Information to a Thirty Party strictly on a need to know basis and directly in connection with the conduct of further development of products for topical use and/or for dermatology diseases and with the exercise any of ALMIRALL’s commercialization rights upon exercising the first negotiation right described in Section 2.5.
12.2 The confidentiality obligations and use restrictions set forth in Section 12.1 shall not apply to Confidential Information which:
(i) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;
(ii) is received from a Third Party on an unrestricted basis, where such Third Party is authorized to disclose the information;
(iii) 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 this Agreement; or
(iv) is required to be disclosed to a competent authority in accordance with a mandatory applicable Laws, in which case the disclosing Party shall promptly notify the other Party of such disclosure requirement to enable the other Part...
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 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. 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, including the utilization of security devices or procedures designed to prevent unauthorized access to such materials, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as the 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 this Agreement, the Distribution Agreement or any other Ancillary Agreement or any applicable Commercial Agreement, (iii) not disclose such Confidential Information to any Third Party, except, subject to applicable law, as expressly permitted under this Agreement, the Distribution Agreement or any other Ancillary Agreement, any applicable Commercial Agreement or in any other agreements entered into between the parties in writing, without the prior written consent of the Disclosing Party and (iv) not use the Confidential Information to the commercial or competitive disadvantage of the Disclosing Party. Each party shall instruct its officers, employees, agents, contractors and professional advisors (a) of its confidentiality obligations hereunder and (b) not to attempt to circumvent any such security procedures and devices. Each party’s obligation under the preceding sentence may be satisfied by the use of its standard form of confidentiality agreement, if the same reasonably accomplishes the purposes here intended.
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 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 the Receiving Party uses to protect its own Confidential Information of a like nature, (ii) not use such Confidential Information 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, and (iii) maintain all Confidential information in trust and confidence and (iv) 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 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. 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.
