Common use of Confidentiality and Non-Use Obligations Clause in Contracts

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. 2.1 Each Party agrees that agrees, for the duration of the Confidentiality Period: to hold in strict confidence all Confidential Information disclosed of the other Party which has been or will be made available to such Party it or any of such Party’s Affiliates its Affiliated Companies by the other Party or an Affiliate its Affiliated Companies and, subject to the provisions of this Agreement, not to disclose the Information of the other Party to any third party whatsoever. The Parties undertake to protect Information (including but not limited to patent-relevant, scientific or technical information) against unauthorized access by third parties. If Information is communicated via internet mail, use of internet mail encryption technology is compulsory (for direct communication between the Parties, BOEHRINGER provides for a suitable technology at xxxx://xxxxxx.xxxxxxxxxx-xxxxxxxxx.xxx/ free of charge); and not to use Information of the other Party for any purpose other than the Purpose. If Information is disclosed by a Party or its Affiliated Companies other than in written or electronic form, then the other Party's obligations of confidentiality and non-use shall only apply if the Information is indicated upon disclosure as being confidential and is then summarised electronically or in writing and provided to the other Party within thirty (30) days after initial disclosure. In the course of its evaluation thereof, each Party undertakes to provide the other Party with all data and results it, its Affiliated Companies and/or consultant(s) have accumulated or created concerning the Information of the other Party and such data and results shall be deemed to be Information of the other Party to which the obligations provided for in this Agreement apply. All rights in the Information of each Party, whether it is provided to or deemed to have been provided to the other Party, including without limitation, the right to apply for intellectual property rights in its own name, are and shall remain vested exclusively in the respective Party and the other Party shall not apply for such rights. However, in the event of any non-separable improvements which comprise the Information of each Party, BOEHRINGER shall be the owner of such improvement, but XXX shall receive a non-exclusive, sublicensable, world-wide, royalty-free license thereon to the extent such improvement relates to XXX's Information only. Each Party further agrees that upon the other Party's written request it shall: immediately return or destroy all Information of the other Party without retaining copies, except for one (a1) will not copy which might be used retained by such Party in its archives for the Permitted Recipients except as authorized under sole purpose of monitoring its compliance with this Agreement Agreement; and immediately cease any and all work in connection with the activities contemplated by this Agreement Information of the other Party and refrain from using, either directly or in order to further indirectly, the purposes Information of this Agreement and (b) will be maintained in confidence the other Party, whether provided by the Receiving other Party and such Party’s Affiliatesand/or its Affiliated Companies or accumulated or created by it, with a degree its Affiliated Companies and/or its consultant(s) in the course 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 ratesevaluation thereof.

Confidentiality and Non-Use Obligations. Each (a) In carrying out its obligations under this Agreement, each Party agrees that all will be sharing confidential and proprietary data and information (“Confidential Information”) with the other Party. Except as expressly permitted by this Agreement, each Party shall, and shall cause its Subsidiaries to, treat Confidential Information disclosed received or deemed to such Party or any of such Party’s Affiliates by be received from the other Party (the “Disclosing Party”) or an Affiliate its Subsidiaries as it treats its own proprietary information of such other Party like nature and importance. During the Term and for a period of five (a5) 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 years thereafter (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 indefinitely with respect to its own most valuable Confidential Information and trade secrets), the Party in any case with not less than reasonable care. The Receiving Party will provide, upon receipt of the Disclosing Party’s requestConfidential Information (the “Receiving Party”) shall not disclose, a certification that access divulge or otherwise communicate such Confidential Information to any Person, or use it for any purpose except pursuant to and use is being controlled in accordance with this Agreement. The Disclosing Party will have the right order to audit to verify compliance with carry out its obligations and exercise its rights under this Agreement. Notwithstanding any other provision the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party’s directors, officers, employees, Subsidiaries, consultants, subcontractors, sublicensees or agents and in TRIS’ case to its Affiliates to the extent reasonably necessary to carry out its obligations and exercise its right under this Agreement, disclosure provided that such directors, officers, employees, Subsidiaries, consultants, subcontractors, sublicensees or agents or in TRIS’ case its Affiliates have been advised of Confidential Information will not be prohibited the confidential nature of such information and have agreed to maintain such information as confidential to the same extent required to comply with Applicable Laws or regulations, or with a valid court or administrative order, provided that the Receiving Party will by this Article 10. EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (iI) notify the Disclosing Party of any such disclosure requirement or request as soon as practicable NOT MATERIAL AND (and to the extent that it is legally able to do so); (iiII) 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 ratesWOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED.

Confidentiality and Non-Use Obligations. Each (a) In carrying out its obligations under this Agreement, each Party agrees that all will be sharing confidential and proprietary data and information (“Confidential Information”) with the other Party. Except as expressly permitted by this Agreement, each Party shall, and shall cause its Subsidiaries to, treat Confidential Information disclosed received or deemed to such Party or any of such Party’s Affiliates by be received from the other Party (the “Disclosing Party”) or an Affiliate its Subsidiaries as it treats its own proprietary information of such other Party like nature and importance. During the Term and for a period of five (a5) 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 years thereafter (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 indefinitely with respect to its own most valuable Confidential Information and trade secrets), the Party in any case with not less than reasonable care. The Receiving Party will provide, upon receipt of the Disclosing Party’s requestConfidential Information (the “Receiving Party”) shall not disclose, a certification that access divulge or otherwise communicate such Confidential Information to any Person, or use it for any purpose except pursuant to and use is being controlled in accordance with this Agreement. The Disclosing Party will have the right order to audit to verify compliance with carry out its obligations and exercise its rights under this Agreement. Notwithstanding any other provision the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party’s directors, officers, employees, Subsidiaries, consultants, subcontractors, sublicensees or agents and in TRIS’ case to its Affiliates to the extent reasonably necessary to carry out its obligations and exercise its right under this Agreement, disclosure provided that such directors, officers, employees, Subsidiaries, consultants, subcontractors, sublicensees or agents or in TRIS’ case its Affiliates have been advised of Confidential Information will not be prohibited the confidential nature of such information and have agreed to maintain such information as confidential to the same 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 requestby this Article 10. 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*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidentiality and Non-Use Obligations. Each Party agrees that all Confidential Information disclosed to such Party or any of such Party’s Affiliates by or on behalf of the other Disclosing Party or an Affiliate of such other the Disclosing Party (ai) will not be used by the Receiving Party or its 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 (bii) 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. Each Party agrees that, in the performance of its obligations under this Agreement, it will not disclose to the other Party any trade secrets except pursuant to the terms of, and procedures set forth in, the DMSA. The Receiving Party will provideof trade secrets disclosed thereby agrees that it will, upon request, provide to the Disclosing Party’s request, Party a certification that access to and use of such trade secrets is being controlled in accordance with this Agreement. The Disclosing Party will have have, at its sole expense and through a mutually agreed-upon Third Party, subject to confidentiality obligations no less restrictive than those set forth herein, the right to audit to verify compliance with this Agreementthe accuracy of such certification through an audit. 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 regulationsLaws, or with a valid court or administrative order, provided that the Receiving Party will (ia) 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)practicable; (iib) 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 (iiic) 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 ; and (d) xxxx 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 ratessuch outgoing communication as “Confidential”.

Confidentiality and Non-Use Obligations. Each Party agrees that all shall, and shall cause its Affiliates, actual or prospective Sublicensees, as applicable, and its and their officers, directors, employees, subcontractors, and agents (collectively, “Representatives”) to, (1) keep confidential and not publish or otherwise disclose to any Third Party, except to the extent such disclosure is expressly permitted by the terms of this Agreement, and (2) not use directly or indirectly for any purpose other than as necessary to exercise its rights and carry out its obligations under this Agreement, any Confidential Information disclosed to of the other Party. “Confidential Information” of a Party means any information of such Party or any of such Party’s is Affiliates by that is furnished or otherwise made known to the other Party or an Affiliate during the Term of such other Party (a) will not be used by the Permitted Recipients except as authorized under this Agreement that is marked as confidential, non-public or proprietary, or otherwise can be reasonably inferred from context to be confidential, non-public or proprietary, including information relating to the scientific, regulatory, business affairs, or other activities of the disclosing Party or its Affiliates or Sublicensees, as applicable. For clarity, failure to mark Confidential Information shall in no event on its own disqualify such information from being considered Confidential Information under the definitions or for purposes of this Agreement. Development plans, Commercialization plans and in connection with key initiatives disclosed by Mabwell pursuant to Sections 2.2 and 2.5 and Mabwell Regulatory Documentation and Results shall be the activities contemplated Confidential Information of Mabwell. Disc’s development records maintained under Section 2.4, Development Plans, Commercialization Plans and key initiatives disclosed by this Agreement or in order Disc pursuant to further Sections 2.2 and 2.5, Disc’s financial records maintained under Section 6.8, and Disc Regulatory Documentation and Results shall be the purposes Confidential Information of Disc. Additionally, Joint Improvement Know-How, Joint Improvement Patents, and the existence and terms of this Agreement and (b) will the Parties’ respective activities hereunder shall 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 deemed 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 of both Parties, and both Parties shall be deemed to such requirement be the receiving Party and the disclosing Party with respect thereto. Notwithstanding the foregoing, Confidential Information shall not include any information that the receiving Party can demonstrate through competent written 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.documentary evidence: