Confidentiality and Ownership of Information. 4.1 Discovery on the one part and PharmaBio on the other part each acknowledges that, in the course of performing its obligations hereunder, it may receive information from the other party which is proprietary to the disclosing party and which the disclosing party wishes to protect from public disclosure ("Confidential Information"). Each receiving party agrees to retain in confidence, during the Commission Term, and thereafter for a period of seven (7) years, all Confidential Information disclosed to it by or on behalf of the other party, and that it will not, without the written consent of such other party, use Confidential Information for any purpose other than the purposes indicated herein. These restrictions shall not apply to Confidential Information which: (i) is or becomes public knowledge (through no fault of the receiving party); (ii) is made lawfully available to the receiving party by an independent third party that, to the knowledge of the receiving party, is under no duty of confidentiality to the disclosing party; (iii) is already in the receiving party's possession at the time of receipt from the disclosing party (and such prior possession can be demonstrated by competent evidence by the receiving party); (iv) is independently developed by the receiving party and/or Affiliates (and such independent development can be demonstrated by competent evidence by the receiving party); or (v) is required by law, regulation, rule, act or order of any governmental authority or agency to be disclosed by the receiving party, provided, however, if reasonably possible, such receiving party gives the disclosing party sufficient advance written notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and, thereafter, the receiving party discloses only the minimum Confidential Information required to be disclosed in order to comply.
4.2 PharmaBio on the one hand and Discovery on the other hand shall limit disclosure of the other party's Confidential Information to only those of their respective officers, representatives, agents and employees (collectively "Agents") who are directly concerned with the performance of this Agreement and have a legitimate need to know such Confidential Information in the performance of their duties.
4.3 All Discovery inventions, processes, know-how, patents, trade secrets, copyrights, trade names, trademarks, service marks, marketing materials, proprietary materials or ot...
Confidentiality and Ownership of Information. Definitions
8.1 In this Article:
Confidentiality and Ownership of Information. It is agreed that all materials, programs, reports and correspondence of any nature prepared by Xx Xxxxxx in the course of providing services to Manitoba during the course of this secondment shall be the property of Manitoba. While this Agreement is in effect, and at all times thereafter, Xx Xxxxxx shall treat as confidential all information, data, reports, documents and materials acquired or to which access has been given in the course of providing services to Manitoba pursuant to this Agreement and shall not disclose or permit to be disclosed any such information without first obtaining the permission of Manitoba.
Confidentiality and Ownership of Information. 5.1 It is agreed that all materials, programs, reports, and correspondence of any nature prepared in the course of providing services to the Facility during this Agreement shall be the property of the Facility. While this Agreement is in effect, and at all times thereafter, the Secondee shall treat as confidential all information, data, reports, documents and materials acquired or to which access has been given in the course of providing services to the Facility pursuant to this Agreement and shall not disclose or permit to be disclosed any such information without first obtaining the permission of the Facility.
5.2 The Secondee will abide by the policies of the Facility in the performance of the Secondee’s duties for the Facility.
5.3 It is agreed that all materials, programs, reports, and correspondence of any nature prepared in the course of providing services to the University during the term of this Agreement shall be the property of the University. While this agreement is in effect, and at all times thereafter, the Secondee shall treat as confidential all information, data, reports, documents and materials acquired or to which access has been given in the course of providing services to the University during the term of this Agreement and shall not disclose or permit to be disclosed, any such information without first obtaining the permission of the University.
5.4 If requested by the University, the Facility shall prepare and provide a written assessment to the University within 2 months of the cessation of this Agreement or renewal thereof. The assessment shall take the form of a performance measure outlining the Facility’s level of satisfaction with the Secondee’s services provided under this Agreement
Confidentiality and Ownership of Information. The CONTRACTOR acknowledges it will acquire information which is confidential to the COMPANY and is its exclusive property. This information (the “Confidential Information”) includes but is not limited to the following: Trade secrets including but not limited to COMPANY technology; Lists of present and prospective customers and buying habits; Purchase requirements; Pricing and sales policies and concepts; Financial information; Business plans, forecasts and market strategies; Discoveries, inventions, research and development, formulas, applications and technology; List of present and prospective trades, contractors, sub-contractors and consultants; Knowledge of individual contractor’s skills, experience, expertise and competence; Knowledge of individual customer contact personnel and decision makers, their contact information, needs, habits and preferences. Any secret, trade secret, or engineering and technical know-how, process, computer software and related material owned, licensed or marketed by the COMPANY or its clients, marketing strategies, customer requirements, customer lists, contractor’s compensation, methods or doing business, financial affairs of the COMPANY and other business information belonging to the COMPANY; Such information as a director, officer, manager or senior contractor of the COMPANY may from time to time designate to the CONTRACTOR as being Confidential Information.
Confidentiality and Ownership of Information. All information (“Information”) furnished or disclosed by the Company to the Shareholders pursuant to this Agreement, whether in writing or orally, shall be deemed the property of the Company and, when in tangible form, shall be returned to the Company upon request. All Information shall be held in confidence by the receiving Shareholder and shall be used by the receiving Shareholder only for the purpose of evaluating its investment in the Company. The receiving Shareholder shall promptly notify the Company of any request by any court, tribunal, governmental agency, or other third party for disclosure by the receiving Shareholder of any of the Information, and shall cooperate with the Company in its efforts to maintain the confidentiality of such Information. Notwithstanding the foregoing, Information shall not include any information that: (i) was known to the receiving Shareholder prior to the date of delivery (as documented by a dated writing); (ii) was publicly known or available prior to its delivery or that may become so without breach of this Agreement by the receiving Shareholder; or (iii) was provided to the receiving Shareholder by any third party not subject to any restriction upon disclosure.
Confidentiality and Ownership of Information. 8.1 We and you will:
8.1.1 keep Confidential Information secret and only disclose it in the manner and to the extent expressly permitted by the Agreement or otherwise as permitted by the terms of the disclosure;
8.1.2 use the Confidential Information only to the extent necessary for the performance of obligations under the Agreement.
8.2 We and other members of the Lloyds Banking Group may also use, retain and disclose Confidential Information about you to the extent required to meet Compliance Obligations and internal policies or procedures, maintain your relationship with the Lloyds Banking Group (including promotion of other products and services), enforce or defend our rights or those of a member of the Lloyds Banking Group, and prevent or detect crime.
8.3 We and you may disclose Confidential Information:
8.3.1 to such officers and employees and, in our case, agents and sub-contractors, who need access to that Confidential Information for the purpose of complying with obligations under The Agreement and, in such circumstances, you or we (as applicable) will take all necessary steps to ensure that any person to whom Confidential Information is disclosed will comply with this section entitled “Confidentiality and Ownership of Information”;
8.3.2 in our case, to Third Party Providers and other third parties to which we need to disclose Confidential Information so that they can provide their services to you;
8.3.3 to such auditors and professional advisers who need access to that Confidential Information, and, in such circumstances, you or we (as applicable) will take all necessary steps to ensure that any person to whom Confidential Information is disclosed will comply with this section entitled “Confidentiality and Ownership of Information”; and
8.3.4 to the extent required by applicable law or a court of competent jurisdiction or a regulatory authority or the rules of any listing authority, stock exchange or the Panel on Takeovers and Mergers or any successor body.
8.4 The obligations under this clause 8 do not extend to any Confidential Information which:
8.4.1 has ceased to be secret without default by the party receiving the Confidential Information;
8.4.2 was already in the possession of the party receiving the Confidential Information prior to disclosure by the other party;
8.4.3 was received from a third party who did not acquire it in confidence and who was free to make it available without limitation; and/or
8.4.4 at the time of disclosure was ...
Confidentiality and Ownership of Information. Any information collected, compiled, analyzed, produced or otherwise obtained or stored in the course of performance of this Agreement shall be treated as confidential. SCS shall not disclose any such confidential information to any third party without first obtaining written consent from XXXXX.
Confidentiality and Ownership of Information. 8.1 You agree that the Intellectual Property will at all times remain vested in us and our licensors. You and the Users will take all reasonable steps to protect the Proprietary Information and the Intellectual Property and will notify us if you become aware of any actual or potential infringement of the Intellectual Property.
8.2 You acknowledge that neither you nor the users own or claim any right in the Proprietary Information or the Intellectual Property.
8.3 You and the Users must not use the Intellectual Property or the Proprietary Information except in the proper use of the Service, and must not take copies, sell, assign, lease, sub-licence or otherwise transfer them to anyone else.
Confidentiality and Ownership of Information. 10.01 The Consultant agrees to maintain in strict confidence, and agrees to ensure that the Executive maintains in strict confidence, all confidential and proprietary information, including, without limitation, all financial, business planning, technical and other information and all other knowledge, know-how, computer programs and models, documents and materials respecting the business and affairs, properties, prospects, business relationships and contracts of the Corporation and its Related Entities (collectively, the “Confidential Information”), notwithstanding that such Confidential Information may also be in the public domain in whole or in part. Such Confidential Information shall, for all purposes, be held by the Consultant and the Executive in a fiduciary capacity and solely for the benefit of the Corporation and its Related Entities and in compliance with all applicable laws and policies of the Corporation and its Related Entities relating thereto. The Consultant agrees that the Consultant will not, and will ensure that the Executive does not, either during the term of this Agreement or at any time thereafter, use for its own purpose or disclose, divulge or communicate orally, in writing or otherwise to any person or persons any Confidential Information. In the event that the Consultant or the Executive is required to disclose any Confidential Information by court order or decree in compliance with the rules or regulations of any government or governmental agency having or purporting to have jurisdiction, the Consultant or the Executive shall provide the Corporation or any of its Related Entities, as applicable, with prompt notice of such required disclosure so that an appropriate protective order may be sought by, or a waiver may be obtained from, the Corporation or any of its Related Entities, as applicable. If, in the absence of a protective order or waiver, the Consultant or the Executive is advised by counsel that disclosure is required in order to comply with any court order or decree as aforesaid, such disclosure shall be permitted without any liability under this Agreement.
10.02 All reports, summaries, evaluations, memoranda, notes, records, papers and other documents, information and data acquired, compiled, generated, developed or prepared by the Executive pursuant to the Agreement or arising from the performance of the Consultant’s or the Executive’s obligations pursuant to this Agreement, together with all documents, information and d...
