Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care. (b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction.. (c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.
Appears in 6 contracts
Samples: License Agreement, License Agreement, License Agreement
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges Recipient agrees that it will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information; provided, however, that Recipient may be exposed to disclose the Confidential Information (as defined herein) to those of its Representatives who are engaged to assist in the review of the Transaction if Recipient provides its Representatives with a copy of this Agreement and informs its Representatives of its obligations hereunder. Recipient agrees that neither it nor the Representatives will use any Confidential Information other party than in connection with the evaluation of the Transaction. Recipient assumes the obligation to assure that its Representatives who, by reason of their involvement herein will have access to the Confidential Information, will abide by the terms of this Agreement and will not use or disclose any portion
(b) Recipient will take all reasonable measures to prevent its Representatives from unauthorized use or disclosure of the "Disclosing Party")Confidential Information. Except as provided hereinRecipient will promptly notify the Discloser in writing if any information comes to Recipient’s attention that may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information, and Recipient shall use reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information and to prevent further unauthorized disclosure of the Confidential Information. Recipient will be responsible for any breach of this Agreement by Recipient and/or its Representatives.
(c) Recipient and its Representatives will not, without the prior written consent of Discloser, disclose to any person the fact that the Confidential Information exists or has been made available, that Recipient is considering the Transaction, or that discussions or negotiations are taking or have taken place concerning the Transaction, or any term, condition or other act relating to the Transaction or such discussions or negotiations, including without limitation, the parties further acknowledge that such status thereof.
(d) Confidential Information shall not include information which has come within the existence public domain through no fault or action by Recipient or information which is obtained after the Effective Date by Recipient from any third party which is lawfully in possession of this Agreementsuch information and not in violation of any contractual or legal obligation with respect to such information; provided that, but shall include with respect to any of the terms and conditions foregoing exceptions, Recipient will, within ten (10) business days of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information)any request therefor by Discloser, the Receiving Party agrees to protect the Disclosing Party's provide Discloser with satisfactory written evidence that such Confidential Information to is or was within the same extent public domain, or obtained from a third party having lawful possession thereof, as the Receiving Party protects its own Confidential Informationcase may be, but in any event using not less than reasonable careat the time such disclosure was made to Recipient.
(be) Each party when acting in Recipient and its Representatives will not discuss any details of the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information with any third-party except as otherwise provided herein.
(f) Recipient agrees that neither the Discloser nor its agents shall have any liability to any person or entity, including customers or potential customers or subscribers of any party, without Recipient resulting from the express written consent use of the Disclosing Party. Upon termination of this AgreementConfidential Information supplied hereunder, the Receiving Party except that nothing herein shall return waive any rights or obligations Recipient or Discloser or its agents may have with respect to the Disclosing Party all contents of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.
Appears in 4 contracts
Samples: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges Recipient agrees that it will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information; provided, however, that Recipient may be exposed to disclose the Confidential Information (as defined herein) to those of its Representatives who are engaged to assist in the review of the Transaction if Recipient provides its Representatives with a copy of this Agreement and informs its Representatives of its obligations hereunder. Recipient agrees that neither it nor the Representatives will use any Confidential Information other party than in connection with the evaluation of the Transaction. Recipient assumes the obligation to assure that its Representatives who, by reason of their involvement herein will have access to the Confidential Information, will abide by the terms of this Agreement and will not use or disclose any portion of the Confidential Information in any manner inconsistent with this Agreement.
(b) Recipient will take all reasonable measures to prevent its Representatives from unauthorized use or disclosure of the "Disclosing Party")Confidential Information. Except as provided hereinRecipient will promptly notify the Discloser in writing if any information comes to Recipient’s attention that may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information, and Recipient shall use reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information and to prevent further unauthorized disclosure of the Confidential Information. Recipient will be responsible for any breach of this Agreement by Recipient and/or its Representatives.
(c) Recipient and its Representatives will not, without the prior written consent of Discloser, disclose to any person the fact that the Confidential Information exists or has been made available, that Recipient is considering the Transaction, or that discussions or negotiations are taking or have taken place concerning the Transaction, or any term, condition or other act relating to the Transaction or such discussions or negotiations, including without limitation, the parties further acknowledge that such status thereof.
(d) Confidential Information shall not include information which has come within the existence public domain through no fault or action by Recipient or information which is obtained after the Effective Date by Recipient from any third party which is lawfully in possession of this Agreementsuch information and not in violation of any contractual or legal obligation with respect to such information; provided that, but shall include with respect to any of the terms and conditions foregoing exceptions, Recipient will, within ten (10) business days of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information)any request therefor by Discloser, the Receiving Party agrees to protect the Disclosing Party's provide Discloser with satisfactory written evidence that such Confidential Information to is or was within the same extent public domain, or obtained from a third party having lawful possession thereof, as the Receiving Party protects its own Confidential Informationcase may be, but in any event using not less than reasonable careat the time such disclosure was made to Recipient.
(be) Each party when acting in Recipient and its Representatives will not discuss any details of the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information with any third-party except as otherwise provided herein.
(f) Recipient agrees that neither the Discloser nor its agents shall have any liability to any person or entity, including customers or potential customers or subscribers of any party, without Recipient resulting from the express written consent use of the Disclosing Party. Upon termination of this AgreementConfidential Information supplied hereunder, the Receiving Party except that nothing herein shall return waive any rights or obligations Recipient or Discloser or its agents may have with respect to the Disclosing Party all contents of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.
Appears in 3 contracts
Samples: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party Party's protects its own Confidential Information, but in any event using not less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at . This Section 9(b) shall survive the option termination of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..this Agreement.
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief. The provision of this Section 9 shall survive the termination of this agreement.
Appears in 2 contracts
Samples: License Agreement, License Agreement
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence For purposes of this Agreement, but shall include the terms term “Confidential Information” means information (including the Compilation Data and conditions IDX Data) supplied by one party to the other party that relates to a party’s financial condition, strategic plans, actual or potential customers, clients or members, research and development, technology, software or software code, or actual or potential merger or acquisition targets, or that is otherwise identified by a party as being of a confidential or proprietary nature, and which is not: (i) generally known to the public; (ii) obtained from a third party who is not under a legal duty to keep such information confidential; (iii) required to be disclosed in connection with any legal proceeding or otherwise under applicable law; or (iv) specifically permitted to be used in this Agreement. Subject Each party hereby acknowledges and agrees that the disclosure or dissemination to any third party of any the License granted to LICENSEE other party’s Confidential Information could result in Section 2(asubstantial harm being incurred by the other party, and each party hereby covenants and agrees that: (A) to it shall use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees measures to protect the Disclosing Party's other party’s Confidential Information to the same extent that are as rigorous as the Receiving Party protects party uses to protect its own Confidential Information, but in any event using all cases not less than reasonable care.
; (bB) Each such party when acting in and any and all officers, directors, employees, agents, representatives or other affiliates of such party over which such party has control shall not, directly or indirectly, disclose, disseminate, publish, or permit the capacity disclosure, dissemination, or publication of a Receiving Party hereby agreesany Confidential Information, during to or for any other person, group, firm, corporation, association or other entity for any purposes whatsoever without the term prior written consent of the other party; and (C) such party and any and all other affiliates of such party over which such party has control shall not use, directly or indirectly, any of the other party’s Confidential Information for any purposes whatsoever not otherwise permitted by this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent permission of the Disclosing Party. Upon termination of this Agreement, party disclosing the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide which permission the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described disclosing party may withhold in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefits absolute discretion.
Appears in 2 contracts
Samples: Idx Agreement, Idx Agreement
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges Recipient agrees that it will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information; provided, however, that Recipient may be exposed to disclose the Confidential Information (as defined herein) to those of its Representatives who are engaged to assist in the review of the Transaction if Recipient provides its Representatives with a copy of this Agreement and informs its Representatives of its obligations hereunder. Recipient agrees that neither it nor the Representatives will use any Confidential Information other party than in connection with the evaluation of the Transaction.
(b) Recipient and its Representatives will not, without the "Disclosing Party"). Except as provided hereinprior written consent of Discloser, disclose to any person the fact that the Confidential Information exists or has been made available, that Recipient is considering the Transaction, or that discussions or negotiations are taking or have taken place concerning the Transaction, or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including without limitation, the parties further acknowledge that such status thereof.
(c) Confidential Information shall not include information which has come within the existence public domain through no fault or action by Recipient or information which is obtained after the Effective Date by Recipient from any third party which is lawfully in possession of this Agreementsuch information and not in violation of any contractual or legal obligation with respect to such information; provided that, but shall include with respect to any of the terms and conditions foregoing exceptions, Recipient will, within ten (10) business days of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information)any request therefore by Discloser, the Receiving Party agrees to protect the Disclosing Party's provide Discloser with satisfactory written evidence that such Confidential Information to is or was within the same extent public domain, or obtained from a third party having lawful possession thereof, as the Receiving Party protects its own Confidential Informationcase may be, but in any event using not less than reasonable careat the time such disclosure was made to Recipient.
(bd) Each party when acting in Recipient and its Representatives will not discuss any details of the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information with any third-party except as otherwise provided herein.
(e) Recipient agrees that neither the Discloser nor its agents shall have any liability to any person or entity, including customers or potential customers or subscribers of any party, without Recipient resulting from the express written consent use of the Disclosing Party. Upon termination of this AgreementConfidential Information supplied hereunder, the Receiving Party except that nothing herein shall return waive any rights or obligations Recipient or Discloser or its agents may have with respect to the Disclosing Party all contents of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction...
(cf) The Receiving Party Recipient acknowledges that unauthorized useit has been advised that the Property may be viewed by appointment only and Recipient specifically agrees that it shall not attempt to view, misappropriation visit or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm otherwise gain access to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefProperty unless and until Discloser has scheduled an appointment for Recipient to do so.
Appears in 2 contracts
Confidentiality and Nondisclosure. (a) a. Each party (the "Receiving Partyreceiving party") hereby acknowledges that it may be exposed to shall treat as confidential all Confidential Information (as defined hereinhereinafter defined) of the other party (the "Disclosing Partydisclosing party"). Except as provided herein, the parties further acknowledge that ) and shall not use such Confidential Information except as set forth in this Agreement. Each receiving party shall not include disclose Confidential Information of the existence disclosing party only to its directors, officers, employees and consultants and those of its affiliates who are required to have such information in order for the receiving party to carry out the transactions contemplated by this Agreement and who have been advised of the obligations set forth in this Section 23. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of the disclosing party's Confidential Information. [***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
b. For purposes of this Agreement, but "Confidential Information" of a disclosing party shall mean any non-public and/or proprietary information of such party, including, without limitation, technical data, trade secrets, plans for products or services, marketing plans, software, and financial documents or data, in whatever form or medium. "Confidential Information" shall not include any information that (i) is in the terms and conditions public domain or has entered the public domain through no fault of this Agreement. Subject the receiving party; (ii) was known to the License granted to LICENSEE in Section 2(a) to use receiving party at the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information time of disclosure to the same extent receiving party, as demonstrated by files in existence at the Receiving Party protects its own time of disclosure; (iii) was independently developed by the receiving party without any use of the Confidential Information, but in any event using not less as demonstrated by files created at the time of such independent development; or (iv) becomes known to the receiving party from a source other than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any disclosing party, without the express written consent which disclosure is not in violation of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Partydisclosing party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefrights.
Appears in 2 contracts
Samples: Network Service Agreement (Replaytv Inc), Replay Network Service Agreement (Replaytv Inc)
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges Recipient agrees that it will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information; provided, however, that Recipient may be exposed to disclose the Confidential Information (as defined herein) to those of its Representatives who are engaged to assist in the review of the Transaction if Recipient provides its Representatives with a copy of this Agreement and informs its Representatives of its obligations hereunder. Recipient agrees that neither it nor the Representatives will use any Confidential Information other party than in connection with the evaluation of the Transaction. Recipient assumes the obligation to assure that its Representatives who, by reason of their involvement herein will have access to the Confidential Information, will abide by the terms of this Agreement and will not use or disclose any portion of the Confidential Information in any manner inconsistent with this Agreement.
(b) Recipient will take all reasonable measures to prevent its Representatives from unauthorized use or disclosure of the "Disclosing Party")Confidential Information. Except as provided hereinRecipient will promptly notify the Discloser in writing if any information comes to Recipient’s attention that may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information, and Recipient shall use reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information and to prevent further unauthorized disclosure of the Confidential Information. Recipient will be responsible for any breach of this Agreement by Recipient and/or its Representatives.
(c) Recipient and its Representatives will not, without the prior written consent of Discloser, disclose to any person the fact that the Confidential Information exists or has been made available, that Recipient is considering the Transaction, or that discussions or negotiations are taking or have taken place concerning the Transaction, or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including without limitation, the parties further acknowledge that such status thereof.
(d) Confidential Information shall not include information which has come within the existence public domain through no fault or action by Recipient or information which is obtained after the Effective Date by Recipient from any third party which is lawfully in possession of this Agreementsuch information and not in violation of any contractual or legal obligation with respect to such information; provided that, but shall include with respect to any of the terms and conditions foregoing exceptions, Recipient will, within ten (10) business days of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information)any request therefor by Discloser, the Receiving Party agrees to protect the Disclosing Party's provide Discloser with satisfactory written evidence that such Confidential Information to is or was within the same extent public domain, or obtained from a third party having lawful possession thereof, as the Receiving Party protects its own Confidential Informationcase may be, but in any event using not less than reasonable careat the time such disclosure was made to Recipient.
(be) Each Recipient and its Representatives will not discuss any details of the Confidential Information with any third-party when acting except as otherwise provided herein.
(f) Recipient agrees that neither the Discloser nor its agents shall have any liability to Recipient resulting from the use of the Confidential Information supplied hereunder, except that nothing herein shall waive any rights or obligations Recipient or Discloser or its agents may have with respect to the contents of the Confidential Information.
(g) Recipient may not visit or tour the Real Property unless such visit is approved in advance by the capacity Seller. Upon obtaining Seller approval for a “site visit” or tour, Recipient does not have the right to and shall not contact or communicate with any property management or onsite personnel or employees of a Receiving Party hereby agreesthe Seller or any tenant occupying the Real Property concerning the sale of the Real Property or any aspect thereof. Recipient shall not in any way discuss, during mention or indicate that the term Real Property is for sale and/or that they are considered the purchase of the Real Property with any personnel or employees of tenants. Provided further, any entry, or visit to the Real Property shall not reasonably interfere with the operation of the business activities on the Real Property. In addition, Recipient shall not send any of its Representatives to the Real Property without the prior approval of the Seller. All of Representatives who, by reason of their involvement herein will abide by the terms of this Agreement subparagraph (g) and at all times thereafter, will not to use, commercialize use or disclose that the Disclosing Party's Confidential Information to Real Property is for sale or disclose any person or entity, including customers or potential customers or subscribers of any party, without the express written consent portion of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party any manner inconsistent with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefAgreement.
Appears in 2 contracts
Confidentiality and Nondisclosure. A. Both parties shall maintain as confidential and shall not disclose (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) except for those employees, attorneys, accountants and other advisors of the recipient and its Affiliates who need to know such information in connection with the recipient’s performance of its obligations under this Agreement, and have in turn been advised of the confidentiality obligation hereunder), copy, or use for purposes other party (than the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence performance of this Agreement, but shall include any information which relates to the other party’s, its Affiliates’ or their respective customers’ personal information and affairs, business information and affairs, trade secrets, technology, research and development, or the terms and conditions of this AgreementAgreement (“Confidential Information”) and each party agrees to protect that Confidential Information with the same degree of care a prudent person would exercise to protect its own confidential information (but in no event less than a reasonable degree of care) and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof. Breach of confidentiality and unauthorized disclosure may cause irreparable damage and therefore, in addition to all other remedies available at law or in equity, the injured party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use or disclosure. The recipient shall be liable under this Agreement to the disclosing party for any use or disclosure in violation of this Section by it or its Affiliates’ employees, attorneys, accountants or other advisors.
B. Subject to applicable consumer privacy laws and regulations, the License granted parties shall have no obligation under this agreement with respect to LICENSEE in Section 2(aany information that is: (a) already known by the receiving party at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act of the receiving party; (c) subsequently disclosed on a non-confidential basis by a third party not having a confidential relationship with the disclosing party and which third party rightfully acquired such information; (d) independently developed by the receiving party; (e) communicated to a third party with the express written consent of the disclosing party; or (f) required to be disclosed to any governmental agency or is required by any subpoena, summons, order or other judicial process, provided however that the receiving party shall give at least fourteen days written notice to the other party prior to disclosing such information.
C. WebMD acknowledges that as a financial institution, FESCO may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of personal information by WebMD may also be subject to compliance with such laws and regulations. WebMD agrees that any personally identifiable information or data concerning or relating to FESCO’s customers or prospective customers, or any information or data that WebMD collects or derives from interactions with FESCO, Customers or End Users, including without limitation data collected or received by WebMD as an End User views and interacts with the Licensed Data Tools (which for all other purposes “Personal Information”), shall be treated as LICENSOR'S FESCO Confidential InformationInformation hereunder and shall be used solely for the purpose of carrying out the services described under this Agreement. WebMD also agrees to treat such Personal Information in accordance with FESCO’s current published privacy policy (a copy of which is attached hereto as Schedule J), except (without limiting the Receiving Party agrees provisions of the following two paragraphs) to protect the Disclosing Party's Confidential extent aspects of FESCO’s policy are inconsistent with WebMD’s obligations under this Agreement, or the terms of use or privacy policy accepted by End Users. In no event shall any such Personal Information be used by WebMD for any purpose other than that contemplated in this Agreement (including, without limitation, the marketing of WebMD’s other products or services), and WebMD is expressly prohibited from using Personal Information to the same extent as the Receiving Party protects its own Confidential Informationcontact or market to FESCO customers or prospects through any means for any other purpose. WebMD agrees that such Personal Information shall not be given, but bartered, sold, traded, transferred or exchanged in any event using not less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not way to use, commercialize other companies or disclose the Disclosing Party's Confidential Information to entities for any person or entity, including customers or potential customers or subscribers of any party, uses without the express written consent of FESCO and the Disclosing Party. Upon termination of applicable End User(s) and, if this Agreementwere to occur, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, it would cause irreparable harm to FESCO. Should WebMD wish to share any such Personal Information with an Affiliate or a third party for the Disclosing Partypurpose of carrying out the services described under this Agreement, WebMD shall (a) obtain the advance written approval of FESCO, and (b) obtain the agreement of any such affiliate or third party not to redisclose the Personal Information or to use the Personal Information other than as set forth above in this Section. Remedies at law being inadequateFESCO acknowledges that WebMD may share Personal Information with its wholly owned subsidiary, Wellmed, Inc., solely for the provisions purpose of assisting WebMD in the performance of WebMD’s obligations under this Section 9 may be enforced by temporary or permanent injunctive reliefAgreement.
Appears in 2 contracts
Samples: Services Agreement (WebMD Health Corp.), Services Agreement (WebMD Health Corp.)
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to Confidential Information (as defined herein) of the other party (the "Disclosing Party"). Except as provided herein, the parties further The Parties acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of the Subgrant they may gain access to each other’s confidential and proprietary information. Such information includes without limitation, information related to patents, research, computer software, computer code, designs or processes, pricing, trade secrets, customer lists and technical and business information and know-how of WaterAid and/or of the Client ("Proprietary Information"). The parties agree to safeguard and hold in strictest confidence all Proprietary Information. The parties shall inform their employees, agents and lower tier subgrantees who are given access to Proprietary Information of the restrictions contained in this Agreement paragraph and at all times thereaftershall obtain from them written agreements that they will be bound by these restrictions. If requested, not the parties will provide each other copies of such written agreements. The parties recognize that their violation of this Paragraph may give rise to useirreparable injury inadequately compensable in damages, commercialize and that, accordingly, each may immediately terminate this Subgrant, in whole or disclose the Disclosing Party's Confidential Information in part, and seek and obtain reasonable, injunctive relief in addition to any person other legal remedies which may be available. DISPUTES RESOLUTION, ARBITRATION AND APPLICABLE LAW Any dispute, claim or entityother disagreement between the parties arising out of or relating to this Subgrant (each, a “Dispute”), including customers or potential customers or subscribers with respect to the interpretation of any party, without the express written consent of the Disclosing Party. Upon termination provision of this AgreementSubgrant and with respect to the performance by WaterAid or subgrantee of their respective obligations hereunder, shall be resolved as provided in this Section. Each party agrees to continue performing its obligations under this Subgrant while any dispute is being resolved. Prior to the initiation of arbitration hereunder, the Receiving Party parties shall return first attempt to resolve their Dispute on an informal basis. If either party believes that a Dispute will not be amicably resolved informally and without resort to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as procedures described in this Section 9Paragraph, would cause irreparable harm such party may call for progressively senior management involvement in the dispute negotiation and resolution by providing written notice to the Disclosing Partyother party. Remedies at law being inadequateNothing in this Section on Informal Dispute Resolution shall be construed to prevent a party to from instituting formal proceedings earlier to avoid the expirations of any applicable limitations period, or to preserve a superior position with respect to other creditors. Any Dispute not resolved under Informal Dispute Resolution shall be resolved by mandatory and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) (the “Rules”) then in effect, except to the extent modified by this Article. The arbitration shall be conducted by a tribunal of three (3) arbitrators (the "Tribunal"). Each party shall select one arbitrator and the third arbitrator shall be appointed by the AAA and shall be Chairman of the Tribunal. The arbitral tribunal may allow for reasonable discovery, within the scope determined by such tribunal, and shall establish the time period within which discovery response must be served. The parties shall use their best efforts to commence and conduct any arbitration hereunder expeditiously. The Tribunal may set such timetable for the arbitration as may seem to it appropriate, and the Tribunal may impose any remedy it deems just for any party’s effort to unnecessarily delay, complicate, or hinder proceedings. In any event, final hearings shall take place within 6 months of the date the demand for Arbitration is filed. The arbitration proceedings shall be held in Washington, D.C. and shall be conducted in the English language. Any arbitration proceeding held pursuant to this Article shall be governed by the Rules. Judgement upon the award rendered by the Tribunal may be entered in any court having jurisdiction thereof. The award rendered by the Tribunal shall be final and binding upon the parties. Each of the parties hereby waives any right to appeal, or seek other recourse against, an arbitral award rendered hereunder. Each of the parties agrees to voluntarily and promptly comply with the arbitral award and, in the case of a money award, the provisions party obligated to pay shall do so within 30 days following issuance of this Section 9 may be enforced by temporary or permanent injunctive reliefthe award.
Appears in 2 contracts
Samples: Subgrant Agreement, Subgrant Agreement
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges Recipient agrees that it will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information; provided, however, that Recipient may be exposed to disclose the Confidential Information (as defined herein) to those of its Representatives who are engaged to assist in the review of the Transaction if Recipient provides its Representatives with a copy of this Agreement and informs its Representatives of its obligations hereunder. Recipient agrees that neither it nor the Representatives will use any Confidential Information other party than in connection with the evaluation of the Transaction. Recipient assumes the obligation to assure that its Representatives who, by reason of their involvement herein will have access to the Confidential Information, will abide by the terms of this Agreement and will not use or disclose any portion of the Confidential Information in any manner inconsistent with this Agreement.
(b) Recipient will take all reasonable measures to prevent its Representatives from unauthorized use or disclosure of the "Disclosing Party")Confidential Information. Except as provided hereinRecipient will promptly notify the Discloser in writing if any information comes to Recipient’s attention that may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information, and Recipient shall use reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information and to prevent further unauthorized disclosure of the Confidential Information. Recipient will be responsible for any breach of this Agreement by Recipient and/or its Representatives.
(c) Recipient and its Representatives will not, without the prior written consent of Discloser, disclose to any person the fact that the Confidential Information exists or has been made available, that Recipient is considering the Transaction, or that discussions or negotiations are taking or have taken place concerning the Transaction, or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including without limitation, the parties further acknowledge that such status thereof.
(d) Confidential Information shall not include information which has come within the existence public domain through no fault or action by Recipient or information which is obtained after the Effective Date by Recipient from any third party which is lawfully in possession of this Agreementsuch information and not in violation of any contractual or legal obligation with respect to such information; provided that, but shall include with respect to any of the terms and conditions foregoing exceptions, Recipient will, within ten (10) business days of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information)any request therefor by Discloser, the Receiving Party agrees to protect the Disclosing Party's provide Discloser with satisfactory written evidence that such Confidential Information to is or was within the same extent public domain, or obtained from a third party having lawful possession thereof, as the Receiving Party protects its own Confidential Informationcase may be, but in any event using not less than reasonable careat the time such disclosure was made to Recipient.
(be) Each party when acting in Recipient and its Representatives will not discuss any details of the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information with any third-party except as otherwise provided herein.
(f) Recipient agrees that neither the Discloser nor its agents shall have any liability to any person or entity, including customers or potential customers or subscribers of any party, without Recipient resulting from the express written consent use of the Disclosing Party. Upon termination of this AgreementConfidential Information supplied hereunder, the Receiving Party except that nothing herein shall return waive any rights or obligations Recipient or Discloser or its agents may have with respect to the Disclosing Party all contents of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.
Appears in 1 contract
Samples: Non Disclosure Agreement
Confidentiality and Nondisclosure. For a period of five (5) years following the date of the disclosure to it by a Participant, ARTC shall not publish or disclose to others, including other Participants without such Participant’s prior written approval, any information which it learns from, or which is disclosed to it by reason of this Agreement or its work on the Project and which is proprietary and confidential to such Participant, and is so identified in writing at the time of disclosure This obligation of nonpublication and nondisclosure shall not apply to any item of such information which:
(a) Each was available to the public by publication or otherwise, or was a part of the public domain at the time such information became known to ARTC; or
(b) becomes available to the public by publication or otherwise or becomes a part of the public domain through no fault of ARTC after such information becomes known to ARTC; or
(c) is or has been disclosed to a third party without the same or substantially the same obligations of nonpublication and nondisclosure as those imposed on ARTC hereby; or
(d) was known to ARTC independently from the "Receiving Party"Project at the time it was disclosed to ARTC. In case of a lawful government judicial, legislative or executive subpoena, order, or decree properly issued and served on ARTC by an authority having jurisdiction thereof forces ARTC to disclose confidential information, ARTC shall promptly notify the affected Participant(s), shall disclose only that minimum portion of Confidential Information that is legally compelled to disclose, and shall afford such Participant(s) hereby acknowledges all reasonable cooperation to the end that it the proprietary and confidential nature thereof may be exposed protected. The provisions of this Article VIII shall apply correspondingly mutatis mutandis to Confidential Information (any Participant, if ARTC provides proprietary and confidential information to such Participant, which is identified in writing as defined herein) such at the time of disclosure. The mutual understanding of Participant and ARTC is, that any exchanged information, which is not identified as confidential as described in sentence 1, may become part of any communication within the other party (Consortium, for example in minutes of meetings etc., which will be prepared and distributed by Consortium Manager ARTC or a Scientific Coordinator. ARTC shall be entitled to disclose any Participant’s confidential information to any ARTC Associate. For the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence purpose of this Agreement, but “ARTC Associate” shall include the terms and conditions of this Agreement. Subject refer to the License granted to LICENSEE in Section 2(aAgency for Science, Technology and Research (“A*STAR”) to use the Licensed Data , Exploit Technologies Pte Ltd (which for all “ETPL”) or any other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable careresearch institute or centre managed or funded by A*STAR.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.
Appears in 1 contract
Confidentiality and Nondisclosure. (a) 7.1 Each party (Party acknowledges that, in the "Receiving Party") hereby acknowledges that it course of performance pursuant to this Agreement, each Party may be exposed to obtain Confidential Information (as defined herein) relating to the other Party. Such Confidential Information shall belong solely to the disclosing Party. Neither Party shall use or disclose Confidential Information of the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject Party to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any partythird parties, without the express written consent of the Disclosing disclosing Party. Each Party agrees to undertake its best efforts to maintain the other Party’s Confidential Information in confidence, which measures shall be no less than the measures taken by that Party to protect its own Confidential Information and shall include entering into such confidentiality and non-disclosure agreements, as required. Each Party agrees to report immediately to the other Party any unauthorized use or disclosure of Confidential Information of which such Party has actual knowledge. Upon expiration or termination of this Agreement, the Receiving each Party shall return immediately destroy or erase all copies of the Confidential Information and, upon the other Party’s request, promptly confirm destruction of same by signing and returning to the Disclosing other Party all a certificate of destruction satisfactory to such other Party.
7.2 Each Party shall cause each of its principals, directors, officers, managers, partners, employees, agents, counsels, or other representatives (the Disclosing “Representatives”) to hold the other Party's ’s Confidential Information in whatever form in confidence and shall use its best efforts to protect it. Each Party shall, and shall cause each of its Representatives to, not disclose the Receiving other Party's possession ’s Confidential Information to any third party and shall use such Confidential Information for the sole purpose of performing such Party’s obligations under this Agreement.
7.3 Licensee shall not remove, modify or controlobliterate any restrictive markings on any documents or other materials provided to it by Licensor. Licensee shall have the right to affix its own restrictive or identification markings to any and all materials it may be providing to its clients but shall maintain branding elements as present or modified within the materials provided by the Licensor.
7.4 In order to protect and preserve the rights granted to Licensee pursuant to Section 2, or at Licensee agrees to implement procedures with respect to the option protection of the Disclosing Party, destroy the Disclosing Party's Confidential Information, Intellectual Property and provide the Disclosing Party proprietary information which are consistent with a written certificate signed by an officer industry standards and which are reasonably acceptable to Licensor. The Parties shall agree on such procedures and reduce them to writing prior to any transfer of the Receiving Party attesting Licensed Intellectual Property from Licensor to such destruction..Licensee.
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm 7.5 Subject to the Disclosing Party. Remedies at law being inadequate, the provisions of section 4.3, each Party’s rights and obligations pursuant to this Section 9 may be enforced Agreement in relation to Confidential Information shall survive the termination of this Agreement for a period of two years after such termination, even after the return of such Confidential Information by temporary or permanent injunctive reliefthe Licensee.
Appears in 1 contract
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges Recipient agrees that it may be exposed will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information. Recipient agrees that neither it nor its Representatives will use any Confidential Information (as defined herein) other than in connection with the evaluation of the transaction. Recipient assumes the obligation to assure that its Representatives who, by reason of their involvement herein will have access to the Confidential Information, will abide by the terms of this Agreement and will not use or disclose any portion of the Confidential Information in any manner inconsistent with this Agreement.
(b) Recipient will take all reasonable measures to prevent its Representatives from unauthorized use or disclosure of the Confidential Information. Recipient will promptly notify the Discloser in writing if any information comes to Recipient’s attention that may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information, and Recipient shall use reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information and to prevent further unauthorized disclosure of the Confidential Information. Recipient will be responsible for any breach of this Agreement by Recipient and/or its Representatives.
(c) Recipient and its Representatives will not, without the prior written consent of Discloser, disclose to any person the fact that the Confidential Information exists or has been made available, that Recipient is considering the transaction, or that discussions or negotiations are taking or have taken place concerning the transaction, or any term, condition or other party (fact relating to the "Disclosing Party"). Except as provided hereintransaction or such discussions or negotiations, including without limitation, the parties further acknowledge that such status thereof.
(d) Confidential Information shall not include information which has come within the existence public domain through no fault or action by Recipient or information which is obtained after the Effective Date by Recipient from any third party which is lawfully in possession of this Agreementsuch information and not in violation of any contractual or legal obligation with respect to such information; provided that, but shall include with respect to any of the terms and conditions foregoing exceptions, Recipient will, within ten (10) business days of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information)any request therefor by Discloser, the Receiving Party agrees to protect the Disclosing Party's provide Discloser with satisfactory written evidence that such Confidential Information to is or was within the same extent public domain, or obtained from a third party having lawful possession thereof, as the Receiving Party protects its own Confidential Informationcase may be, but in any event using not less than reasonable careat the time such disclosure was made to Recipient.
(be) Each party when acting in Recipient and its Representatives will not discuss any details of the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information with any third-party except as otherwise provided herein.
(f) Recipient agrees that neither the Discloser nor its agents shall have any liability to any person or entity, including customers or potential customers or subscribers of any party, without Recipient resulting from the express written consent use of the Disclosing Party. Upon termination of this AgreementConfidential Information supplied hereunder, the Receiving Party except that nothing herein shall return waive any rights or obligations Recipient or Discloser or its agents may have with respect to the Disclosing Party all contents of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive relief.
Appears in 1 contract
Samples: Nondisclosure Agreement
Confidentiality and Nondisclosure. (a) 9.1 Each party (the "Receiving Party") hereby acknowledges that it may be exposed have access to Confidential Information (as defined hereinbelow) of the other party (the "Disclosing PartyDISCLOSING PARTY"). Except as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, Agreement. Each party agrees that it will not to use, commercialize use or disclose to any third party any Confidential Information except as permitted by this Agreement or as authorized by the Disclosing Party's prior written consent. Each party that is a recipient of Confidential Information (the "RECIPIENT") shall employ the same degree of care in preventing the disclosure of the Confidential Information to a third party (or parties) as it uses with regard to its own confidential information of similar importance, provided that in no event shall the Recipient employ less than a reasonable degree of care. The Recipient shall disclose Confidential Information only to those of its employees who have a need to know the Confidential Information for purposes of performing or exercising rights granted under this Agreement and shall not use the Confidential Information of the other except for purposes of performing or exercising rights granted under this Agreement. The Recipient may disclose Confidential Information to regulatory authorities with jurisdiction over the Recipient provided it gives the other party prior notice of such disclosure. Neither party will use the other party's name or otherwise refer to the other party in any person or entity, including customers or potential customers or subscribers of any party, written materials without the express prior written consent of the Disclosing Party. Upon termination other party in each instance.
9.2 For purposes of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's "CONFIDENTIAL INFORMATION" means non-public information. Confidential Information in whatever form in may include (but is not limited to) business methods, data, information, records, plans, and concepts. MCY agrees to treat the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing PartyLicensed Materials as ADS's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer . Confidential Information does not include information that: (i) is or becomes publicly available through no act or omission of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure Recipient of the Disclosing Party's Confidential Information; (ii) is intentionally disclosed to a third party by the party owning the Confidential Information without restrictions on disclosure; (iii) is rightfully acquired by the Recipient from a third party not under a confidentiality restriction; (iv) is independently developed, which independent development can be shown by written evidence; or other proprietary information, as described in this Section 9, would cause irreparable harm (v) is required to the Disclosing Party. Remedies at be disclosed under operation of law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefcourt order.
Appears in 1 contract
Confidentiality and Nondisclosure. Both Parties agree not to disclose the confidential information obtained from the discloser and this Lease to anyone unless required to do so by law. In consideration of each Party's disclosure of Confidential Information to the other Party, each Party agrees with respect to the Confidential Information received from the other Party, that it: (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to will maintain such Confidential Information in the strictest confidence; (as defined hereinb) will not disclose, transfer or otherwise make available any of such Confidential Information to any third party without the prior written consent of the other party Party; and (c) will not use the "Disclosing Confidential Information for any purpose other than related to this letter. Each Party shall take reasonable measures to protect the Confidential Information of the other Party"). Except as Those measures shall not be less than the measures taken to protect the receiving Party's own confidential information. Confidential Information of the other Party may be provided hereinto a Party's Representatives only on a need-to-know basis, and prior to such provision, the parties further acknowledge Party will notify each Representative to whom such disclosure is made that such Confidential Information shall not include the existence of this Agreement, but shall include the terms is received in confidence and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information)kept in confidence by such Representative, the Receiving Neither Party agrees to protect the Disclosing Party's may disclose Confidential Information to current or previous employees without the prior consent of the other party. Landlord hereby consents to Tenant publicly communicating that this Lease has been executed and the general terms of the Lease and operation, but will withhold private information including premises address and landlord information. If at any time daring the term of the Lease Landlord receives an offer from a third party to purchase the Premises which Landlord wishes to accept, Landlord shall deliver to Tenant a copy of the complete proposed contract received and allow Tenant to purchase the Premises under the same extent as the Receiving Party protects its own Confidential Informationterms and conditions. If Federal, but in any event using not less than reasonable care.
(b) Each party when acting in the capacity Colorado or Denver laws or regulations prohibit a Subtenant's operation of a Receiving Party hereby agrees, marijuana operation at this location during the term of this Lease or if a governmental notice is delivered to Landlord or Tenant which requires the cessation of marijuana cultivation or infusion on the Premises, Landlord or Tenant may terminate this Lease with no penalties and Tenant shall vacate the Premises within 30 days, any deposits shall forthwith be returned by Landlord to Tenant. If Premises' location or sub-tenant's leases, licenses or operations is not approved, issued and/or licensed by the Marijuana Enforcement Division, City of Denver Zoning and/or City of Denver Excise and License Department, tenant may terminate this lease and this lease will become null and void without penalty, any deposits shall forthwith be returned by Landlord to Tenant. This Lease may be executed in counterparts, all of which shall collectively be considered the original. A facsimile signature shall be sufficient and shall constitute an original signature for all purposes. This Agreement shall be governed by and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent construed in accordance with laws of the Disclosing Party. Upon termination State of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefColorado.
Appears in 1 contract
Confidentiality and Nondisclosure. All technical data, including the Knowhow, and all information which concerns the business operations of either Flex on the one hand or SICPA on the other hand disclosed in the course of performing this Agreement, which data or information, at the time of its communication to the other party, was not rightfully in the other party's possession or in the public domain (a) Each party ("Confidential Matter"), shall be treated as confidential and shall not be disclosed by the "Receiving Party") hereby acknowledges recipient to any third party. The recipient shall use the same care to protect Confidential Matter as it uses to preserve and protect its own information having the highest degree of competitive significance and shall take appropriate measures to ensure that its employees are bound to the same degree that it is bound under this Agreement, and the recipient shall not use any Confidential Matter in its own business operations except to the extent necessary to implement this Agreement without the written consent of the other party. This obligation does not apply to any Confidential Matter which (i) was in the recipient's possession prior to its disclosure, (ii) was in the public domain prior to its disclosure or thereafter entered the public domain through no fault of the recipient or the recipient's employees, or (iii) is lawfully obtained by the recipient on a non-confidential basis from a third party having an unrestricted legal right to disclose the information to others. Notwithstanding the foregoing, a recipient may be exposed disclose Confidential Matter if and to Confidential Information (as defined herein) of the extent that a judicial or governmental authority having jurisdiction over the recipient orders or requires disclosure, provided that the recipient, before making any such disclosure, advises the other party (the "Disclosing Party"). Except as provided herein, ) of the parties further acknowledge that such Confidential Information shall not include disclosure required and cooperates with the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject Disclosing Party in all legitimate efforts to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect avoid or limit disclosure at the Disclosing Party's Confidential Information expense. SICPA agrees that its obligations under this Section 12 shall extend to the same extent SICPA Companies as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not well as to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Party. Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential InformationSICPA, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation any breach or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions violation of this Section 9 may by any SICPA Company shall be enforced deemed to be a breach by temporary or permanent injunctive reliefSICPA.
Appears in 1 contract
Samples: License and Supply Agreement (Optical Coating Laboratory Inc)
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges that it Vendor may be exposed provided selected information pertaining to the business or affairs of xxxxxxxxx’s®, including, without limitation, information, whether or not in written form and whether or not marked “confidential” or otherwise, and all documents or other materials derived therefrom (collectively, the “Confidential Information”). “Confidential Information” does not include information about which Vendor has actual knowledge that such information (i) is in the public domain; (ii) is previously known or independently developed by Vendor; (iii) is acquired by Vendor from any third party having a right to disclose such information; or (iv) subject to the following paragraph, Vendor is obligated to produce under a court or governmental order. The Confidential Information (as defined herein) does not, however, purport to be all-inclusive or to contain all of the other party (the "Disclosing Party")information that a Vendor of a business entity may desire or require. Except xxxxxxxxx’s® does not make any representation or warranty, express or implied, as provided herein, the parties further acknowledge that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use accuracy or completeness of the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but and no liability of any kind whatsoever is assumed by xxxxxxxxx’s® with respect thereto. Vendor will retain no copies in any event using not less than reasonable care.
(b) Each party when acting in the capacity form of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's any Confidential Information and will return all Confidential Information upon request of xxxxxxxxx’s® or xxxxxxxxx’s® representative. Vendor further agrees that xxxxxxxxx’s® is not granting any license, right, title or interest in and to any person materials or entity, including customers or potential customers or subscribers of any partydisclosures that xxxxxxxxx’s® may provide Vendor. Vendor agrees that, without the express written consent of xxxxxxxxx’s®, it will not disclose the Disclosing PartyConfidential Information; provided, however, that Vendor may disclose the foregoing as required by judicial process or applicable law, provided, that if Vendor is served with a subpoena or order of any court or regulatory agency seeking disclosure of any Confidential Information, Vendor shall promptly notify xxxxxxxxx’s® and provide xxxxxxxxx’s® reasonable opportunity to seek an appropriate protective order or other relief. Upon termination of this Agreement, Vendor agrees that the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in will be treated confidentially and used solely for the Receiving Party's possession purpose of preparing for and conducting diligence regarding Vendor’s anticipated relationship with the francesca’s®. Vendor will safeguard all Confidential Information against unauthorized use or controldisclosure to others. Vendor agrees that the Confidential Information will be treated confidentially and used solely for the purpose of conducting its business with xxxxxxxxx’s®, and Vendor shall safeguard all Confidential Information against unauthorized use or at the option disclosure to others. Vendor shall notify xxxxxxxxx’s® of the Disclosing Party, destroy the Disclosing Party's any breach of Confidential Information, and provide Vendor hereby agrees to indemnify, defend and hold xxxxxxxxx’s® harmless of, from and against any and all claims, demands, liabilities, causes of action, losses, damages, costs and expenses (including attorneys’ fees) hereafter suffered or incurred by xxxxxxxxx’s® arising out of, directly or indirectly, Vendor’s failure to observe and comply with the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the terms and provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefhereof.
Appears in 1 contract
Samples: Vendor Compliance Agreement
Confidentiality and Nondisclosure. (a) Each party (the "Receiving Party") hereby acknowledges Recipient agrees that it will not, directly or indirectly, without the prior written consent of Discloser, disclose or authorize or permit anyone under its direction to disclose to anyone any of such Confidential Information; provided, however, that Recipient may be exposed to disclose the Confidential Information (as defined herein) to those of its Representatives who are engaged to assist in the review of the Transaction if Recipient provides its Representatives with a copy of this Agreement and informs its Representatives of its obligations hereunder. Recipient agrees that neither it nor the Representatives will use any Confidential Information other party than in connection with the evaluation of the Transaction. Recipient assumes the obligation to assure that its Representatives who, by reason of their involvement herein will have access to the Confidential Information, will abide by the terms of this Agreement and will not use or disclose any portion of the Confidential Information in any manner inconsistent with this Agreement.
(b) Recipient will take all reasonable measures to prevent its Representatives from unauthorized use or disclosure of the "Disclosing Party")Confidential Information. Except as provided hereinRecipient will promptly notify the Discloser in writing if any information comes to Recipient’s attention that may indicate there was or is likely to be a loss of confidentiality of any portion of the Confidential Information, and Recipient shall use reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information and to prevent further unauthorized disclosure of the Confidential Information. Recipient will be responsible for any breach of this Agreement by Recipient and/or its Representatives.
(c) Recipient and its Representatives will not, without the prior written consent of Discloser, disclose to any person the fact that the Confidential Information exists or has been made available, that Recipient is considering the Transaction, or that discussions or negotiations are taking or have taken place concerning the Transaction, or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including without limitation, the parties further acknowledge that such status thereof.
(d) Confidential Information shall not include information which has come within the existence public domain through no fault or action by Recipient or information which is obtained after the Effective Date by Recipient from any third party which is lawfully in possession of such information and not in violation of any contractual or legal obligation with respect to such information; provided that, with respect to any of the foregoing exceptions, Recipient will, within ten (10) business days of any request therefor by Discloser, provide Discloser with satisfactory written evidence that such Confidential Information is or was within the public domain, or obtained from a third party having lawful possession thereof, as the case may be, at the time such disclosure was made to Recipient.
(e) Recipient and its Representatives will not discuss any details of the Confidential Information with any third-party except as otherwise provided herein.
(f) Recipient agrees that neither the Discloser nor its agents shall have any liability to Recipient resulting from the use of the Confidential Information supplied hereunder, except that nothing herein shall waive any rights or obligations Recipient or Discloser or its agents may have with respect to the contents of the Confidential Information.
(g) Recipient may not visit or tour the Real Property unless such visit is approved in advance by the Seller. Upon obtaining Seller approval for a “site visit” or tour, Recipient does not have the right to and shall not contact or communicate with any property management or onsite personnel or employees of the Seller or any tenant occupying the Real Property concerning the sale of the Real Property or any aspect thereof. Recipient shall not in any way discuss, mention or indicate that the Real Property is for sale and/or that they are considered the purchase of the Real Property with any personnel or employees of tenants. Provided further, any entry, or visit to the Real Property shall not reasonably interfere with the operation of the business activities on the Real Property. In addition, Recipient shall not send any of its Representatives to the Real Property without the prior approval of the Seller. All of Representatives who, by reason of their involvement herein will abide by the terms of this Agreement, but shall include subparagraph (g) and will not use or disclose that the terms and conditions Real Property is for sale or disclose any portion of the Confidential Information in any manner inconsistent with this Agreement.
(h) Discloser expressly reserves the right, at their sole discretion, to reject any or all expressions of interest or offers regarding the Property, and/or terminate discussions with any entity at any time with or without notice. Subject Discloser shall have no legal commitment or obligations to any entity reviewing the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care.
(b) Each party when acting in or making an offer to purchase the capacity of Property, unless and until such offer is approved by Discloser, a Receiving Party hereby agrees, during written agreement for the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent purchase of the Disclosing Party. Upon termination of this AgreementProperty has been fully executed, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Informationdelivered and approved by Discloser and its legal counsel, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting any conditions to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation Discloser’s obligations thereunder have been satisfied or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefwaived.
Appears in 1 contract
Samples: Nondisclosure Agreement
Confidentiality and Nondisclosure. Both Parties agree not to disclose the confidential information obtained from the discloser and this Lease to anyone unless required to do so by law. In consideration of each Party's disclosure of Confidential Information to the other Party, each Party agrees with respect to the Confidential Information received from the other Party, that it: (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed to will maintain such Confidential Information in the strictest confidence; (as defined hereinb) will not disclose, transfer or otherwise make available any of such Confidential Information to any third party without the prior written consent of the other party Party; and (c) will not use the "Disclosing Confidential Information for any purpose other than related to this letter. Each Party shall take reasonable measures to protect the Confidential Information of the other Party"). Except as Those measures shall not be less than the measures taken to protect the receiving Party's own confidential information. Confidential Information of the other Party may be provided hereinto a Party's Representatives only on a need-to-know basis, and prior to such provision, the parties further acknowledge Party will notify each Representative to whom such disclosure is made that such Confidential Information shall not include the existence of this Agreement, but shall include the terms is received in confidence and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving kept in confidence by such Representative. Neither Party agrees to protect the Disclosing Party's may disclose Confidential Information to current or previous employees without the prior consent of the other party. If at any time during the term of the Lease Landlord receives an offer from a third party to purchase the Premises which Landlord wishes to accept. Landlord shall deliver to Tenant a copy of the complete proposed contract received and allow Tenant to purchase the Premises under the same extent as terms and conditions. If Federal, Colorado or Denver laws or regulations prohibit the Receiving Party protects its own Confidential Information, but in any event using not less than reasonable care.
(b) Each party when acting in the capacity Tenant's operation of a Receiving Party hereby agrees, marijuana operation at this location during the term of this Lease or if a governmental notice is delivered to Landlord or Tenant which requires the cessation of marijuana cultivation or infusion on the Premises, Landlord or Tenant may terminate this Lease with no penalties and Tenant shall vacate the Premises within 30 days, any deposits shall forthwith be returned by Landlord to Tenant. If Premises' location or Tenant's leases, licenses or operations is not approved, issued and/or licensed by the Marijuana. Enforcement Division, City of Denver Zoning and/or City of Denver Excise and License Department, then this lease will become null and void without penalty, any deposits shall forthwith be returned by Landlord to Tenant. This Lease may he executed in counterparts, all of which shall collectively be considered the original. A facsimile signature shall be sufficient and shall constitute an original signature for all purposes. This Agreement shall be governed by and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent construed in accordance with laws of the Disclosing Party. Upon termination State of this Agreement, the Receiving Party shall return to the Disclosing Party all of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described in this Section 9, would cause irreparable harm to the Disclosing Party. Remedies at law being inadequate, the provisions of this Section 9 may be enforced by temporary or permanent injunctive reliefColorado.
Appears in 1 contract
Confidentiality and Nondisclosure. Immediately upon execution of this Agreement and subsequently in the course of Employee’s employment, Motive promises to provide Employee with certain information, technical data and know-how regarding the business of Motive and its affiliates and their products, all of which is confidential and not generally available to the public (a) Each party (the "Receiving Party") hereby acknowledges that it may be exposed hereinafter referred to as “Confidential Information”). Employee agrees to receive, hold and treat all Confidential Information (received from Motive and its affiliates as defined herein) confidential and secret and agrees to protect the secrecy of said Confidential Information. Employee agrees that the other party (the "Disclosing Party"). Except as provided herein, the parties further acknowledge Confidential Information will be disclosed only to those persons who are required to have such knowledge in connection with their work for Motive and that such Confidential Information will not be disclosed to others without the prior written consent of Motive. The provisions hereof shall not include be applicable to: (a) information which at the existence time of this Agreementdisclosure to Employee is a matter of public knowledge; or (b) information which, but shall include the terms and conditions after disclosure to Employee, becomes public knowledge other than through a breach of this Agreement. Subject to Unless the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes Confidential Information shall be treated as LICENSOR'S Confidential Information)of the type set forth in the preceding sentence, the Receiving Party agrees to protect the Disclosing Party's Employee shall not use such Confidential Information to the same extent as the Receiving Party protects its for his own Confidential Information, but in benefit or for a third party’s or parties’ benefit at any event using not less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of any party, without the express written consent of the Disclosing Partytime. Upon termination of employment, Employee will return all books, records and other materials provided to or acquired by Employee during the course of employment which relate in any way to Motive or its business. If Employee is requested or become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Receiving Party shall return Employee will provide Motive with prompt notice of such request so that it may seek an appropriate protective order or other appropriate remedy. Subject to the Disclosing Party all foregoing, Employee may furnish that portion (and only that portion) of the Disclosing Party's Confidential Information in whatever form that, in the Receiving Party's possession written opinion of its counsel reasonably acceptable to Motive, Employee is legally compelled or controlis otherwise required to disclose or else stand liable for contempt or suffer other material censure or material penalty; provided, or at the option of the Disclosing Partyhowever, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting that Employee must use reasonable efforts to such destruction..
(c) The Receiving Party acknowledges obtain reliable assurance that unauthorized use, misappropriation or disclosure of the Disclosing Party's confidential treatment will be accorded any Confidential Information or other proprietary information, as described in so disclosed. The obligations imposed upon Employee by this Section 9, would cause irreparable harm to 10 shall survive the Disclosing Party. Remedies at law being inadequate, the provisions expiration or termination of this Section 9 may be enforced by temporary or permanent injunctive reliefAgreement.
Appears in 1 contract
Samples: Employment Agreement (Motive Inc)
Confidentiality and Nondisclosure. (a) OEG and you acknowledge that through this Agreement they may have access to confidential information. OEG and you agree to disclose only information that is required for the performance of obligations under this Agreement. Each party (the "“Receiving Party"”) hereby acknowledges that it may be exposed agrees to protect and preserve the confidentiality of any Confidential Information (as defined hereinbelow) of the other party (the "“Disclosing Party"). Except as provided herein, ”) from unauthorized disclosure and/or use with at least the parties further acknowledge same degree of care that such Confidential Information shall not include the existence of this Agreement, but shall include the terms and conditions of this Agreement. Subject to the License granted to LICENSEE in Section 2(a) to use the Licensed Data (which for all other purposes shall be treated as LICENSOR'S Confidential Information), the Receiving Party agrees applies to protect the Disclosing Party's Confidential Information to the same extent as the Receiving Party protects its own Confidential Information, but in any event using not no less than reasonable care.
(b) Each party when acting in the capacity of a Receiving Party hereby agrees, during the term of this Agreement and at all times thereafter, not to use, commercialize use or disclose the Disclosing Party's Confidential Information to any person or entity, including customers or potential customers or subscribers of entity any party, without the express written consent Confidential Information of the Disclosing PartyParty except for performing this Agreement. Upon Confidential information shall include but is not limited to the terms and pricing under this Agreement, and all information clearly identified as confidential at the time of disclosure. Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third-party without restriction on the disclosure; or (d) is independently developed by the other party. Each party agrees to hold the other party’s confidential information in confidence for a period of four (4) years from the later of the date of disclosure or termination of this Agreement, the . Damages resulting from Receiving Party shall return to the Disclosing Party all Party’s breach of the Disclosing Party's Confidential Information in whatever form in the Receiving Party's possession or control, or at the option of the Disclosing Party, destroy the Disclosing Party's Confidential Information, and provide the Disclosing Party with a written certificate signed by an officer of the Receiving Party attesting to such destruction..
(c) The Receiving Party acknowledges that unauthorized use, misappropriation or disclosure of the Disclosing Party's Confidential Information or other proprietary information, as described terms in this Section 92 may be impossible to measure accurately, would cause irreparable harm and injuries sustained by Disclosing Party from any such breach may be impossible to calculate and remedy. Therefore, Receiving Party acknowledges, in the event of such breach, Disclosing Party is entitled to seek injunctive relief and specific performance of the covenants contained in this Section in addition to any other remedy to which it may be entitled at law or in equity. In no event shall either party be liable for incidental, punitive, special or consequential damages arising from or connected to the Disclosing Party. Remedies at law being inadequate, Confidential Information transmitted by such party hereunder or in the provisions event of any breach of or dispute under this Section 9 may be enforced by temporary or permanent injunctive reliefSection.
Appears in 1 contract
Samples: Terms of Service
