Confidentiality and Proprietary Information. 9.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section. 9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original. 9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information. 9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court. 9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser. 9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination. 9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information. 9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 6 contracts
Samples: Reciprocal Interconnection, Transport and Termination Agreement, Reciprocal Interconnection, Transport and Termination Agreement, Reciprocal Interconnection, Transport and Termination Agreement
Confidentiality and Proprietary Information. 9.1 6.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) confidential information means confidential or proprietary technical technical, customer, end user, or business network information given by one Party (the “"Discloser”") to the other (the “"Recipient”"). All information , which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement (“Confidential Information”). Such Confidential Information will not automatically be deemed Confidential Information proprietary to the Discloser and subject to this Section 96.0, unless the confidentiality of the information is otherwise confirmed in writing by the Discloser prior to disclosureDiscloser. All other information, which is indicated and marked, as Confidential Information at the time of disclosure shall also be, treated as Confidential Information under Section 6.0 of this Agreement. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than (a) its employees having a need to know for the purpose of performing under this Agreement, and (b) agents, including without limitation, attorneys, who are under a legal obligation to maintain the confidentiality of disclosures, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-third- party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures nondisclosure and nonuse comparable in scope to the terms of this sectionSection.
9.2 6.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 6.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, Recipient within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the other Party’s 's Confidential Information, it will notify such other Party immediately and use its best reasonable efforts to retrieve the lost or wrongfully disclosed information.
9.4 6.4 The Recipient shall will have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; , (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; disclosure, or (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's ’s Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 6.5 The Parties recognize that an individual End User end user may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users end users or sources other than the Discloser.
9.6 6.6 Each Party’s 's obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No 6.7 Except as otherwise expressly provided elsewhere in this Agreement, no license is hereby granted under with respect to any patent, trademark, or copyright, nor is any such license implied solely by virtue or of the disclosure of any Confidential Information.
9.8 6.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 4 contracts
Samples: Interconnection Agreement, Interconnection Agreement, Commercial Mobile Radio Services Interconnection Agreement
Confidentiality and Proprietary Information. 9.1 6.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) confidential information means confidential or proprietary technical technical, customer, end user or business network information given by one Party (the “"Discloser”") to the other Party (the “"Recipient”). All information ") which is disclosed by one Party to the other Party in connection with this Agreement, Agreement during negotiations and the term of this Agreement (“Confidential Information”). Such Confidential Information will not automatically be deemed Confidential Information proprietary to the Discloser and subject to this Section 96.0, unless the confidentiality of the information is otherwise confirmed in writing by the Discloser prior to disclosureDiscloser. All other information which is indicated and marked as Confidential Information at the time of disclosure shall also be treated as Confidential Information under Section 6.0 of this Agreement. The Recipient agrees agrees: (i) to use such Confidential Information only for the purpose of performing under this Agreement, ; (ii) to hold it in confidence and disclose it to no one other than (a) its employees having a need to know for the purpose of performing under this Agreement, and (b) its agents, including, without limitation, attorneys who are under a legal obligation to maintain the confidentiality of disclosures; and (iii) to safeguard it such Confidential Information from unauthorized use or disclosure disclosure, using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-third party agent or consultant, such disclosure must be agreed to in writing by the DiscloserDiscloser prior to such disclosure, and the agent or consultant must have executed a written agreement of nondisclosures nondisclosure and nonuse non-use comparable in scope to the terms of this sectionSection.
9.2 6.2 The Recipient may make copies of such Confidential Information only as to the extent reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original document(s) and will bear the same copyright and proprietary rights notices as are contained on the originaloriginal document(s).
9.3 6.3 The Recipient agrees to return all such Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) calendar days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser Discloser, except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the other Party’s 's Confidential Information, it will notify such the other Party immediately and use its best reasonable efforts to retrieve the lost or wrongfully disclosed information.
9.4 6.4 The Recipient shall will have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloserdisclosure; or (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's ’s Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose such Confidential Information to any mediator, arbitrator, state or federal regulatory body, body or a court in the conduct of any mediation, arbitration or approval of this Agreement, as so long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 6.5 The Parties recognize that an individual End User end user may simultaneously seek to become or in fact be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users end users or sources other than the Discloser.
9.6 6.6 Each Party’s 's obligations to safeguard such Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No 6.7 Except as otherwise expressly provided elsewhere in this Agreement, no license is hereby granted under with respect to any patent, trademark, trademark or copyright, nor is any such license implied solely by virtue or of the disclosure of any such Confidential Information.
9.8 6.8 Each Party agrees that the Discloser may be irreparably injured by a an unauthorized disclosure in breach of this Agreement by the Recipient or its representatives in breach of this Agreement, and the Parties agree that the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 3 contracts
Samples: Commercial Mobile Radio Services Interconnection Agreement, Commercial Mobile Radio Services Interconnection Agreement, Commercial Mobile Radio Services Interconnection Agreement
Confidentiality and Proprietary Information. 9.1 For 12.1 Each Party recognizes that in the purposes course of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing executing their duties under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a they may need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section.
9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright other Party confidential and proprietary rights notices as information. Therefore, any prior confidentiality agreements executed between the Parties are contained on the original.
9.3 The Recipient agrees to return expressly incorporated herein by this reference. Further, all Confidential Information in tangible form received from the Discloserconfidential and proprietary information, including any copies made by the Recipientbut not limited to, within thirty (30) days after a written request is delivered technical know-how, specifications, quality standards, formulas, instructions, procedures and manufacturing processes which Grower may disclose to the RecipientTree Top, or which Tree Top may disclose to Grower, or to destroy all any employee, agent or representative of Tree Top or Grower, shall be received and retained by the receiving Party and its employees, agents and representatives on a strictly confidential basis and may not be disclosed to any third party without the prior written consent of the disclosing Party (other than to the receiving Party’s employees, officers, directors, agents, counsel and other professional advisers whose duties require access to such Confidential Information if directed information).
12.2 All confidential and proprietary information shall be and remain the exclusive property of the disclosing Party and shall be returned by the receiving Party to do so by Discloser except for Confidential Information that disclosing Party upon the Recipient reasonably requires to perform its obligations under disclosing Party’s request, or upon the termination of this Agreement; .
12.3 The obligations of confidentiality and non-disclosure set forth in Paragraph 12.1 hereof shall not apply to information:
(a) which the Recipient shall certify destruction receiving Party can demonstrate by written letter records was previously known to it;
(b) which is, or becomes, public knowledge through no fault or omission attributable to the Discloser. If either Party loses receiving Party;
(c) which is lawfully obtained from a third party not under any obligation of confidentiality to the disclosing Party; or
(d) which is required by law, regulation or makes an unauthorized disclosure order to be disclosed.
12.4 Notwithstanding anything to the contrary herein, and without limiting the generality of the Party’s Confidential Informationforegoing exceptions, it will notify such other Party immediately Tree Top hereby consents to the use of its name and use its best efforts to retrieve the lost or wrongfully disclosed information.
9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach a description of this Agreement by in connection with Grower’s or its assign’s (a) public disclosure obligations under the Recipient; (iii) after it is rightfully acquired by federal and state securities laws, including but not limited to the Recipient free filing of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information this Agreement as an exhibit to any mediatorregistration statement filed with the U.S, arbitratorSecurities and Exchange Commission and (b) marketing efforts with respect to a public offering of its securities.
12.5 Notwithstanding anything to the contrary herein, state or federal regulatory body, or a court the obligations set forth in this Paragraph 11 shall survive after the conduct of any mediation, arbitration or approval termination of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 2 contracts
Samples: Agreement (Taggares Agriculture Corp.), Agreement (Taggares Agriculture Corp.)
Confidentiality and Proprietary Information. 9.1 For the purposes of 23.1 In connection with this Agreement, Confidential Information either party may furnish to the other certain information that is marked or otherwise specifically identified as proprietary or confidential (“Confidential Information”) means ). This Confidential Information may include, among other things, private easements, licenses, utility agreements, permits, other right-of-way granting documents, specifications, designs, plans, drawings data prototypes, and other technical and/or business information. For purposes of this Section 23, the party that discloses confidential or proprietary technical or business information given by one Party (Information is referred to as the “DiscloserDisclosing Party”) , and the party that receives Information is referred to the other (as the “RecipientReceiving Party”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed .
23.2 When Confidential Information to is furnished in tangible form, the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosureDisclosing Party shall mark it as proprietary or confidential. The Recipient agrees (i) to use When Confidential Information only for is provided orally, the purpose disclosing Party shall, at the time of performing disclosure or promptly thereafter, identify the Confidential Information as being proprietary or confidential.
23.3 With respect to Confidential Information disclosed under this Agreement, (ii) to hold it in confidence the Receiving Party and disclose it to no one other than its employees having shall:
(a) hold the Confidential Information in confidence, exercising a degree of care not less than the care used by the Receiving Party to protect its own proprietary or confidential information that it does not wish to disclose.
(b) restrict disclosure of the Confidential Information solely to those of its employees and such Receiving Party’s counsel and outside auditors who (i) have a need to know for in connection with the purpose performance of performing under this Agreement, and (iiiii) agree to safeguard it from unauthorized use or disclosure using at least be bound by the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to confidentiality obligations set forth herein; and not disclose the Discloser's Confidential Information to a third-party agent any other person or consultant, such disclosure must be agreed to in writing by entity without the Discloser, and prior written consent of the agent or consultant must have executed a written agreement Disclosing Party;
(c) advise those employees of nondisclosures and nonuse comparable in scope their obligations with respect to the terms of this section.Confidential Information; and
9.2 The Recipient may make copies of (d) use the Confidential Information only as reasonably necessary to perform its obligations under in connection with the performance of this Agreement. All such copies will be subject to the same restrictions and protections , except as the original and will bear the same copyright and proprietary rights notices as are contained on the originalDisclosing Party may otherwise agree in writing.
9.3 The Recipient agrees to 23.4 Confidential Information shall be deemed the property of the Disclosing Party. Upon written request of the Disclosing Party, the Receiving Party shall return all Confidential Information received in tangible form received from the Discloserform, including any copies made by the Recipient, within thirty (30) days after except that each party’s legal counsel may retain one copy in its files solely to provide a written request is delivered to the Recipient, or to destroy all record of such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloserarchival purposes. If either the Receiving Party loses or makes an unauthorized disclosure of Confidential Information it shall notify the Party’s Confidential Information, it will notify such other Disclosing Party immediately and use its best reasonable efforts to retrieve the lost or wrongfully disclosed informationConfidential Information.
9.4 23.5 The Recipient Receiving Party shall have no obligation to safeguard preserve the proprietary nature of Confidential Information: Information which:
(ia) which was in previously known to the possession Receiving Party free of any obligation to keep it confidential; or.
(b) is or becomes publicly available by means other than unauthorized disclosure; or
(c) is developed by or on behalf of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is Receiving Party independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential InformationInformation furnished under this Agreement; or
(d) is received from a third party whose disclosure does not violate any confidentiality obligation to the knowledge of the receiving party.
9.8 23.6 If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information by an order or a lawful process of a court or governmental body, the Receiving Party shall promptly notify the disclosing Party, and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements before the Confidential Information is produced.
23.7 Each Party party agrees that the Discloser may Disclosing Party would be irreparably injured by a disclosure in breach of this Agreement Section 23 by the Recipient Receiving Party or its representatives and that the Discloser will Disclosing Party may be entitled to seek equitable relief, including injunctive relief and specific specified performance, in the event of any breach or threatened breach of the confidentiality provisions of this AgreementSection 23. Such remedies will shall not be deemed to be the exclusive remedies for a breach of this AgreementSection 23, but will shall be in addition to all other remedies available at law or in equity.
Appears in 2 contracts
Samples: Agreement With Sunesys LLC for Fiber Optic Services, Agreement With Sunesys LLC for Fiber Optic Services
Confidentiality and Proprietary Information. 9.1 17.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) ” means confidential or proprietary technical or business information, in written or tangible form, given by the Discloser to the Recipient that is stamped, labelled, or otherwise designated as “Proprietary” or “Confidential” or that contains other words or symbols clearly indicating that the information given is intended to be secure from public disclosure. “Confidential Information” also includes information that is intentionally provided or disclosed orally or visually if it is identified as proprietary or confidential when provided or disclosed and is summarized in a writing so marked and delivered within ten (10) days following such disclosure. "Confidential Information" also includes information that is observed or learned by one Party while it is on the premises (the “Discloser”including leased collocation space) to of the other (Party. Notwithstanding the “Recipient”). All information which is disclosed foregoing, all orders for Local Services or, Network Elements or Combinations placed by one Party AT&T pursuant to the other in connection with this Agreement, during negotiations and information that would constitute Customer Proprietary Network Information of AT&T Customers pursuant to the Act and the term rules and regulations of the FCC and Recorded Usage Data as described in Attachment 7, whether disclosed by AT&T to GTE or otherwise acquired by GTE in the course of the performance of this Agreement will not Agreement, shall be deemed Confidential Information to of AT&T for all purposes under this Agreement whether or not specifically marked or designated as confidential or proprietary.
17.2 For the Discloser and subject to period set forth in Section 17.6, except as otherwise specified in this Section 9Agreement, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (ia) to use Confidential Information it only for the purpose of performing under this Agreement, (iib) to hold it in confidence and disclose it to no one other than its employees or agents or consultants having a need to know for the purpose of performing under this Agreement, and (iiic) to safeguard it from unauthorized use or disclosure using with at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the Any agent or consultant must have executed a written agreement of nondisclosures non-disclosure and nonuse non-use comparable in scope to the terms of this sectionSection 17 which agreement shall be enforceable by the Discloser.
9.2 17.3 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will shall be subject to the same restrictions and protections as the original and will shall bear the same copyright and proprietary rights notices as are contained on the original.
9.3 17.4 The Recipient agrees to return to the Discloser all Confidential Information received in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy or erase all such Confidential Information if directed and certify as to do so by Discloser such event, except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction Agreement or as otherwise required by written letter to the Discloserapplicable law. If either Party loses or makes an unauthorized disclosure of the other Party’s 's Confidential Information, it will shall notify such other Party immediately as soon as is reasonably practicable after the loss is discovered and use its best reasonable efforts to retrieve the lost or wrongfully disclosed information.
9.4 17.5 The Recipient shall have no obligation to safeguard Confidential Information: :
(ia) which was in the possession of the Recipient free of restriction on use or disclosure prior to its receipt from the Discloser; (iib) after it becomes publicly known or available through no breach of this Agreement or other restriction on use or disclosure by the Recipient; (iiic) after it is rightfully acquired by the Recipient free of restrictions on its discloseruse or disclosure; or (ivd) after it is proven to be independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will shall have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, the Department of Justice or a any court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, Agreement subject to the requirements concerning notice and other measures specified in the absence last sentence of an applicable protective orderthis Subsection. Additionally, the Recipient may disclose Confidential Information if so required by law, a court of competent jurisdiction, or governmental or administrative agency, so long as the Discloser has been previously notified by of the requirement promptly after the Recipient in time sufficient for becomes aware of the requirement, but prior to such disclosure and so long as the Recipient to undertake undertakes all lawful measures to avoid disclosing such confidential information and for until Discloser to have has had reasonable time to seek or negotiate a protective order before or and Discloser complies with any applicable mediator, arbitrator, state or regulatory body or a courtprotective order that covers the Confidential Information to be disclosed.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 17.6 Each Party’s 's obligations with respect to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive shall expire three (3) years from the date of receipt of the initial disclosure, regardless of any termination of this Agreement prior to such expiration or terminationdate; provided that the duties with respect to Confidential Information that is software, protocols and interfaces shall expire fifteen (15) years from the date of the initial disclosure.
9.7 No 17.7 Except as otherwise expressly provided elsewhere in this Agreement, no license is hereby granted under any patent, trademark, copyright or copyrightother Intellectual Property Right, nor is any such license implied implied, solely by virtue or of the disclosure of any Confidential Information.
9.8 17.8 Each Party agrees that the Discloser may would be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and that the Discloser will shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this AgreementSection 17. Such remedies will shall not be deemed to be the exclusive remedies for a breach of this AgreementSection 17, but will shall be in addition to all other remedies available at law or in equity.
Appears in 2 contracts
Samples: Interconnection Agreement, Interconnection Agreement
Confidentiality and Proprietary Information. 9.1 For 7.1. Each party may disclose (the purposes of this Agreement, Confidential Information “Discloser”) confidential and proprietary information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other party (the “Recipient”). All information which is disclosed by one Party to In each such case, the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Recipient shall hold such Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and shall not disclose it such Confidential Information except to no one other than its a party’s Affiliates, employees having or agents who have a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's such Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section.
9.2 The Recipient may make copies of Confidential Information only as reasonably necessary order to perform its such party’s obligations under this Agreement. All such copies will be subject Client’s Confidential Information shall include of all information relating to the same restrictions trade secrets or business affairs of Client including consumer data, merchandising plans, marketing plans and protections as the original product design and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 The Recipient agrees to return all information. Provider’s Confidential Information shall include the computers, systems and software operating the Service and all documentation, development tools, phone numbers, know-how and data related thereto, and any derivative works thereof as well as physical property, analytical procedures, techniques, skills, ideas, models, research, development, trade secrets or business affairs of Provider, its Affiliates or their employees, suppliers or agents. Neither party shall have any rights in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, other party’s Confidential Information and shall return or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that upon the Recipient reasonably requires to perform its obligations under this Agreement; termination of the Recipient shall certify destruction by written letter to applicable Order or the request of the Discloser. If either Party loses Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or makes an unauthorized disclosure destroy those copies of Confidential Information residing on Recipient’s backup, disaster recovery, or business continuity systems and the Party’s obligations hereunder with respect to such Confidential Information shall survive until such Confidential Information is destroyed.
7.2. Notwithstanding any other term hereof, the term “Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information.
9.4 The Recipient ” shall have no obligation to safeguard Confidential Informationnot include information that: (ia) which was already in the lawful possession of the Recipient free of restriction prior to its receipt thereof, directly or indirectly, from the Discloser; (iib) after it lawfully becomes publicly known or available through no to Recipient on a non-confidential basis from a source other than Discloser that is not under an obligation to keep such information confidential; (c) is generally available to the public other than as a result of a breach of this Agreement by the RecipientRecipient or its representative(s); or (iiid) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is subsequently and independently developed by personnel employees, consultants or agents of the Recipient without reference to whom the Discloser's Confidential Information had not been previously discloseddisclosed hereunder. In addition, either Party will a party shall not be considered to have the right to disclose breached its obligations by disclosing Confidential Information of the other party as required to satisfy any mediatorrequest of a competent governmental body provided that, arbitratorpromptly upon receiving any such request and to the extent that it may legally do so, state or federal regulatory body, or a court in such party advises the conduct other party of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed request prior to expiration or termination of this Agreement will survive making such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 Each Party agrees in order that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.other
Appears in 1 contract
Samples: Vendor Agreement
Confidentiality and Proprietary Information. 9.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in 22.1 In connection with this Agreement, during negotiations either Party may furnish to the other certain information that is marked or otherwise specifically identified as proprietary or confidential ("Confidential Information"). This Confidential Information may include, among other things, documentation, data, drawings, specifications, plans, and other technical or business information. For purposes of this Section 22, the Party that discloses Confidential Information is referred to as the "Disclosing Party", and the term of this Agreement will not be deemed Party that receives Information is referred to as the "Receiving Party".
22.2 When Confidential Information to is furnished in tangible form, the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosureDisclosing Party shall xxxx it as proprietary or confidential. The Recipient agrees (i) to use When Confidential Information only for is provided orally, the purpose Disclosing Party shall, at the time of performing disclosure or promptly thereafter, identify the Confidential Information as being proprietary or confidential.
22.3 With respect to Confidential Information disclosed under this Agreement, the Receiving Party shall:
(iia) hold the Confidential Information in confidence, exercising a degree of care not less than the care used by the Receiving Party to hold protect its own proprietary or confidential information that it in confidence and disclose it does not wish to no one other than disclose;
(b) restrict disclosure of the Confidential Information solely to those of its employees having employees, contractors or consultants who have a need to know for the purpose of performing under know, require such contractors or consultants to sign a confidentiality agreement that contains use and disclosure restrictions as restrictive as in this AgreementSection 22, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to not disclose the Discloser's Confidential Information to a third-party agent any other person or consultant, such disclosure must be agreed to in writing by entity without the Discloser, and prior written consent of the agent or consultant must have executed a written agreement Disclosing Party;
(c) advise those employees of nondisclosures and nonuse comparable in scope their obligations with respect to the terms of this section.Confidential Information; and
9.2 The Recipient may make copies of (d) use the Confidential Information only as reasonably necessary to perform its obligations under in connection with the performance of this Agreement. All such copies will be subject to Agreement (which shall include utilization of the same restrictions and protections respective IRU Fibers by the Receiving Party), except as the original and will bear the same copyright and proprietary rights notices as are contained on the originalDisclosing Party may otherwise agree in writing.
9.3 The Recipient agrees to 22.4 Confidential Information shall be deemed the property of the Disclosing Party. Upon request of the Disclosing Party, the Receiving Party shall return all Confidential Information received in tangible form received from the Discloserform, including any copies made by the Recipient, within thirty (30) days after a or shall destroy it and provide written request is delivered certification of destruction to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the DiscloserDisclosing Party. If either the Receiving Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will shall notify such other the Disclosing Party immediately and use its best reasonable efforts to retrieve the lost or wrongfully disclosed informationConfidential Information.
9.4 22.5 The Recipient Receiving Party shall have no obligation to safeguard preserve the proprietary nature of Confidential Information: Information which:
(ia) which was in previously known to the possession Receiving Party free of any obligation to keep it confidential; or
(b) is or becomes publicly available by means other than unauthorized disclosure; or
(c) is developed by or on behalf of the Recipient free Receiving Party independently of restriction prior to its receipt any Confidential Information furnished under this Agreement; or
(d) is received from the Discloser; (ii) after it becomes publicly known or available through no breach a third party whose disclosure does not violate any confidentiality obligation.
22.6 The contents and existence of this Agreement by Agreement, and all information that may be disclosed to Receiving Party pertaining to the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel identities, locations, and requirements of the Recipient to whom the DiscloserDisclosing Party's customers, is Confidential Information had not been previously disclosed. In addition, of Disclosing Party.
22.7 Under no circumstances shall either Party will have disclose the right to disclose other Party's customer Confidential Information to any mediator, arbitrator, state third party (even if under contract to that Party) without prior consent.
22.8 If the Receiving Party is required to disclose the Disclosing Party's Confidential Information by an order or federal regulatory a lawful process of a court or governmental body, or a court the Receiving Party shall promptly notify the Disclosing Party, and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements before the conduct of any mediationConfidential Information is produced; provided, arbitration or approval of this Agreementhowever, as long as, in that after notice to and consultation with the absence of an applicable protective orderDisclosing Party, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient Receiving Party may release Confidential Information to undertake all lawful measures governmental bodies which is required to avoid disclosing such confidential information and for Discloser to have reasonable time to seek comply with federal or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a courtsecurities laws.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 22.9 Each Party agrees that the Discloser may Disclosing Party would be irreparably injured by a disclosure in breach of this Agreement Section 22 by the Recipient Receiving Party or its representatives and that the Discloser will Disclosing Party may be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Section 22 Such remedies will shall not be deemed to be the exclusive remedies for a breach of this AgreementSection 22, but will shall be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Iru Fiber Construction and Lease Agreement (Electric Lightwave Inc)
Confidentiality and Proprietary Information. 9.1 17.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) ” means confidential or proprietary technical or business information, in written or tangible form, given by the Discloser to the Recipient that is stamped, labelled, or otherwise designated as “Proprietary” or “Confidential” or that contains other words or symbols clearly indicating that the information given is intended to be secure from public disclosure. “Confidential Information” also includes information that is intentionally provided or disclosed orally or visually if it is identified as proprietary or confidential when provided or disclosed and is summarized in a writing so marked and delivered within ten (10) days following such disclosure. "Confidential Information" also includes information that is observed or learned by one Party while it is on the premises (the “Discloser”including leased collocation space) to of the other (Party. Notwithstanding the “Recipient”). All information which is disclosed foregoing, all orders for Local Services or, Network Elements or Combinations placed by one Party ACSI pursuant to the other in connection with this Agreement, during negotiations and information that would constitute Customer Proprietary Network Information of ACSI Customers pursuant to the Act and the term rules and regulations of the FCC and Recorded Usage Data as described in Attachment 7, whether disclosed by ACSI to GTE or otherwise acquired by GTE in the course of the performance of this Agreement will not Agreement, shall be deemed Confidential Information to of ACSI for all purposes under this Agreement whether or not specifically marked or designated as confidential or proprietary. [ Combinations ]
17.2 For the Discloser and subject to period set forth in Section 17.6, except as otherwise specified in this Section 9Agreement, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (ia) to use Confidential Information it only for the purpose of performing under this Agreement, (iib) to hold it in confidence and disclose it to no one other than its employees or agents or consultants having a need to know for the purpose of performing under this Agreement, and (iiic) to safeguard it from unauthorized use or disclosure using with at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the Any agent or consultant must have executed a written agreement of nondisclosures non-disclosure and nonuse non-use comparable in scope to the terms of this sectionSection 17 which agreement shall be enforceable by the Discloser.
9.2 17.3 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will shall be subject to the same restrictions and protections as the original and will shall bear the same copyright and proprietary rights notices as are contained on the original.
9.3 17.4 The Recipient agrees to return to the Discloser all Confidential Information received in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy or erase all such Confidential Information if directed and certify as to do so by Discloser such event, except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction Agreement or as otherwise required by written letter to the Discloserapplicable law. If either Party loses or makes an unauthorized disclosure of the other Party’s 's Confidential Information, it will shall notify such other Party immediately as soon as is reasonably practicable after the loss is discovered and use its best reasonable efforts to retrieve the lost or wrongfully disclosed information.
9.4 17.5 The Recipient shall have no obligation to safeguard Confidential Information: (ia) which was in the possession of the Recipient free of restriction on use or disclosure prior to its receipt from the Discloser; (iib) after it becomes publicly known or available through no breach of this Agreement or other restriction on use or disclosure by the Recipient; (iiic) after it is rightfully acquired by the Recipient free of restrictions on its discloseruse or disclosure; or (ivd) after it is proven to be independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will shall have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, the Department of Justice or a any court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, Agreement subject to the requirements concerning notice and other measures specified in the absence last sentence of an applicable protective orderthis Subsection. Additionally, the Recipient may disclose Confidential Information if so required by law, a court of competent jurisdiction, or governmental or administrative agency, so long as the Discloser has been previously notified by of the requirement promptly after the Recipient in time sufficient for becomes aware of the requirement, but prior to such disclosure and so long as the Recipient to undertake undertakes all lawful measures to avoid disclosing such confidential information and for until Discloser to have has had reasonable time to seek or negotiate a protective order before or and Discloser complies with any applicable mediator, arbitrator, state or regulatory body or a courtprotective order that covers the Confidential Information to be disclosed.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 17.6 Each Party’s 's obligations with respect to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive shall expire three (3) years from the date of receipt of the initial disclosure, regardless of any termination of this Agreement prior to such expiration or terminationdate; provided that the duties with respect to Confidential Information that is software, protocols and interfaces shall expire fifteen (15) years from the date of the initial disclosure.
9.7 No 17.7 Except as otherwise expressly provided elsewhere in this Agreement, no license is hereby granted under any patent, trademark, copyright or copyrightother Intellectual Property Right, nor is any such license implied implied, solely by virtue or of the disclosure of any Confidential Information.
9.8 17.8 Each Party agrees that the Discloser may would be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and that the Discloser will shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this AgreementSection 17. Such remedies will shall not be deemed to be the exclusive remedies for a breach of this AgreementSection 17, but will shall be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Confidentiality and Proprietary Information. 9.1 For 7.1. Each party may disclose (the purposes of this Agreement, Confidential Information “Discloser”) confidential and proprietary information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other party (the “Recipient”). All information which is disclosed by one Party to In each such case, the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Recipient shall hold such Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and shall not disclose it such Confidential Information except to no one other than its a party’s Affiliates, employees having or agents who have a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section.
9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered order to perform such party’s obligations under these terms and conditions. Client’s Confidential Information shall include of all information relating to the Recipienttrade secrets or business affairs of Client including consumer data, merchandising plans, marketing plans and product design and information. Provider’s Confidential Information shall include the computers, systems and software operating the Service and all documentation, development tools, phone numbers, know-how and data related thereto, and any derivative works thereof as well as physical property, analytical procedures, techniques, skills, ideas, models, research, development, trade secrets or to business affairs of Provider, its Affiliates or their employees, suppliers or agents. Neither party shall have any rights in the other party’s Confidential Information and shall return or destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that upon the Recipient reasonably requires to perform its obligations under this Agreement; termination of the Recipient shall certify destruction by written letter to applicable SOW(s) or the request of the Discloser. If either Party loses Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or makes an unauthorized disclosure destroy those copies of Confidential Information residing on Recipient’s backup, disaster recovery, or business continuity systems and the Party’s obligations hereunder with respect to such Confidential Information shall survive until such Confidential Information is destroyed.
7.2. Notwithstanding any other term hereof, the term “Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information.
9.4 The Recipient ” shall have no obligation to safeguard Confidential Informationnot include information that: (ia) which was already in the lawful possession of the Recipient free of restriction prior to its receipt thereof, directly or indirectly, from the Discloser; (iib) after it lawfully becomes publicly known or available through no to Recipient on a non-confidential basis from a source other than Discloser that is not under an obligation to keep such information confidential; (c) is generally available to the public other than as a result of a breach of this Agreement these terms and conditions by the RecipientRecipient or its representative(s); or (iiid) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is subsequently and independently developed by personnel employees, consultants or agents of the Recipient without reference to whom the Discloser's Confidential Information had not been previously discloseddisclosed hereunder. In addition, either Party will a party shall not be considered to have the right to disclose breached its obligations by disclosing Confidential Information of the other party as required to satisfy any mediatorrequest of a competent governmental body provided that, arbitratorpromptly upon receiving any such request and to the extent that it may legally do so, state or federal regulatory bodysuch party advises the other party of the request prior to making such disclosure in order that the other party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or a court in take such other action as it deems appropriate to protect the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Professional Services
Confidentiality and Proprietary Information. 9.1 6.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) confidential information means confidential or proprietary technical technical, customer, end user, or business network information given by one Party (the “"Discloser”") to the other (the “"Recipient”"). All information , and which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement ("Confidential Information"). Such Confidential Information will not automatically be deemed as Confidential Information to the Discloser Discloser, and subject to this Section 9, 6.0 unless the confidentiality of the information is otherwise confirmed in writing by the Discloser prior to disclosureDiscloser. All other information, which is indicated and marked as Confidential Information at the time of disclosure shall be treated as Confidential Information under Section 6.0. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than (a) its employees having a need to know for the purpose of performing under this Agreement, and (b) agents, including without limitation, attorneys, who are under a legal obligation to maintain the confidentiality of disclosures, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures nondisclosure and nonuse comparable in scope to the terms of this sectionSection.
9.2 6.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 6.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, Recipient within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the other Party’s 's Confidential Information, it will notify such other Party party immediately and use its best reasonable efforts to retrieve the lost or wrongfully disclosed information.
9.4 6.4 The Recipient shall will have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; , (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; disclosure, or (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's ’s Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 6.5 The Parties recognize that an individual End User end user may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users end users or sources other than the Discloser.
9.6 6.6 Each Party’s 's obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or terminationtermination for a period of three (3) years.
9.7 No 6.7 Except as otherwise expressly provided elsewhere in this Agreement, no license is hereby granted under with respect to any patent, trademark, or copyright, nor is any such license implied solely by virtue or of the disclosure of any Confidential Information.
9.8 6.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Commercial Mobile Radio Services Interconnection Agreement
Confidentiality and Proprietary Information. 9.1 10.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 910, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure discloser using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-third party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section.
9.2 10.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 10.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information.
9.4 10.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 10.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer Customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer customer-specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 10.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 10.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 10.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Wireless Interconnection and Reciprocal Compensation Agreement
Confidentiality and Proprietary Information. 9.1 For 70.1 The parties hereto acknowledge that, in the purposes course of performing their respective duties under this Lease and the Recycle Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business they may obtain information given by one Party (the “Discloser”) relating to the other party which is of a confidential and proprietary nature (the “Recipient”"Proprietary Information"). All information which is disclosed by one Party to Such Proprietary Information may include, without limitation, the other in connection with this terms of the Recycle Agreement, during negotiations trade secrets, know-how, inventions, techniques, processes, programs, algorithms, schematics, data, solid waste pricing, materials recovery processing, information, routing information, customer lists, financial information and the term of this Agreement will not be deemed Confidential Information to the Discloser sales and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosuremarketing plans. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than Each party an d its employees having a need to know for the purpose of performing under this Agreementand agents shall, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultantall times, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to both during the terms of this section.
9.2 The Recipient may make copies of Confidential Lease and the Recycle Agreement and after their termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information only other than as reasonably necessary required in the course of their duties as expressly provided in this Lease or the Recycle Agreement ("Permitted Us"); nor shall either party or its employees or agents disclose any such Proprietary Information to perform its obligations under any person or entity without the Discloser's (as defined herein) prior written consent. The recipient of any Proprietary Information ("Recipient") acknowledges that any such Proprietary Information received shall be received as a fiduciary of the disclosing party ("Discloser"). Recipient shall not be bound by this Agreement. All such copies will be subject Paragraph 70 with respect to information Recipient can document (a) is or becomes generally known to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information.
9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available public through no fault or breach of this Lease or the Recycle Agreement by the Recipient; (iiib) after it is rightfully acquired by known to the Recipient free at the time of restrictions on its discloserdisclosure without an obligation of confidentiality; (ivc) after it is independently developed by personnel of the Recipient without access to whom or use of the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have Proprietary Information; or (d) is disclosed with the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or prior written approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations 70.2 Notwithstanding the foregoing, each party may disclose Proprietary Information of the other party under the following limited circumstances: (a) as required by law; (b) pursuant to safeguard Confidential Information disclosed the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives at least ten (10) court days prior written notice to expiration the other party, or termination immediate notice if the period to respond to such order or requirement is less than 21 calendar days by means of this Agreement will survive facsimile transmission, electronic mail or other expedited delivery to allow the other party to contest such expiration order or terminationrequirement with the prior written consent of the other party; and (d) as required by or deemed advisable in connection with under state and federal securities laws.
9.7 No license is hereby granted under any patent, trademark, 70.3 Notwithstanding anything contrary in this Lease or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Recycle Agreement, but will be in addition no license or other right is granted, either directly or indirectly, by implication, estoppel or otherwise, to all other remedies available at law or in equity.either party with respect to any
Appears in 1 contract
Confidentiality and Proprietary Information. 9.1 For the purposes of this Agreement, Confidential Information (“"Confidential Information”") means confidential or proprietary technical or business information given by one Party (the “"Discloser”") to the other (the “"Recipient”"). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section.
9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s 's Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information.
9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User Subscriber may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users Subscribers or sources other than the Discloser.
9.6 Each Party’s 's obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or of the disclosure of any Confidential Information.
9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Reciprocal Interconnection, Transport and Termination Agreement
Confidentiality and Proprietary Information. 9.1 For the purposes of this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in 23.1 In connection with this Agreement, during negotiations either party may furnish to the other certain information that is marked or otherwise specifically identified as proprietary or confidential ("Confidential Information"). This Confidential Information may include, among other things private easements licenses, utility agreements, permits, other right-of-way granting documents, specifications, designs, plans, drawings, data prototypes, and other technical and/or business information. For purposes of this Section 23, the party that discloses confidential Information is referred to as the "Disclosing Party", and the term of this Agreement will not be deemed party that receives Information is referred to as the "Receiving Party".
23.2 When Confidential Information to is furnished in tangible form, the Discloser and subject to this Section 9Disclosing Party shall xxxx it as proprietary or confidential. When confidential Information is provided orally, unless the confidentiality disclosing Party shall, at the time of disclosure or promptly thereafter, identify the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing as being proprietary or confidential.
23.3 With respect to Confidential Information disclosed under this Agreement, (ii) to hold it in confidence the Receiving Party and disclose it to no one other than its employees having shall:
(a) hold the Confidential Information in confidence, exercising a degree of care not less than the care used by the Receiving Party to protect its own proprietary or confidential information that it does not wish to disclose.
(b) restrict disclosure of the Confidential Information solely to those of its employees who have a need to know for in connection with the purpose performance of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to not disclose the Discloser's Confidential Information to a third-party agent any other person or consultant, such disclosure must be agreed to in writing by entity without the Discloser, and prior written consent of the agent or consultant must have executed a written agreement disclosing Party;
(c) advise those employees of nondisclosures and nonuse comparable in scope their obligations with respect to the terms of this section.Confidential Information; and
9.2 The Recipient may make copies of (d) use the Confidential Information only as reasonably necessary to perform its obligations under in connection with the performance of this Agreement. All such copies will be subject to the same restrictions and protections , except as the original and will bear the same copyright and proprietary rights notices as are contained on the originalDisclosing Party may otherwise agree in writing.
9.3 The Recipient agrees to 23.4 Confidential Information shall be deemed the property of the Disclosing party. Upon written request of the Disclosing Party, the Receiving Party shall return all Confidential Information received in tangible form received from the Discloserform, including any copies made by the Recipient, within thirty (30) days after except that each party's legal counsel may retain one copy in its files solely to provide a written request is delivered to the Recipient, or to destroy all record of such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloserarchival purposes. If either the Receiving Party loses or makes an unauthorized disclosure of Confidential Information it shall notify the Party’s Confidential Information, it will notify such other Disclosing Party immediately and use its best reasonable efforts to retrieve the lost or wrongfully disclosed informationConfidential Information.
9.4 23.5 The Recipient Receiving Party shall have no obligation to safeguard preserve the proprietary nature of Confidential Information: Information which:
(ia) which was in previously known to the possession Receiving Party free of any obligation to keep it confidential; or.
(b) is or becomes publicly available by means other than unauthorized disclosure; or
(c) is developed by or on behalf of the Recipient free Receiving Party independently of restriction prior any Confidential Information furnished under this Agreement; or
(d) is received form a third party whose disclosure does not violate any confidentiality obligation.
23.6 If the Receiving Party is required to its receipt from disclose the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the DiscloserDisclosing Party's Confidential Information had not been previously disclosed. In additionby an order or a lawful process of a court or governmental body, either the Receiving Party will have shall promptly notify the right to disclose disclosing Party, and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements before the Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a courtis produced.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 23.7 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 Each Party agrees party agree that the Discloser may Disclosing Party would be irreparably injured by a disclosure in breach of this Agreement Section 23 by the Recipient Receiving Party or its representatives and that the Discloser will Disclosing Party may be entitled to seek equitable relief, including injunctive relief and specific specified performance, in the event of any breach or threatened breach of the confidentiality provisions of this AgreementSection 23. Such remedies will shall not be deemed to be the exclusive remedies for a breach of this AgreementSection 23, but will shall be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Master Telecommunications Service and Dark Fiber License Agreement Renewal
Confidentiality and Proprietary Information. 9.1
6.1 For the purposes of this Agreement, Confidential Information (“"Confidential Information”) " means confidential or proprietary technical or business information given by one Party (the “Discloser”) Discloser to the other (the “Recipient”). All such information which is disclosed by one Party party to the other in connection with this Agreement, during negotiations and the term of this Agreement Agreement, will not automatically be deemed Confidential Information proprietary to the Discloser and subject to this Section 9Agreement, unless the confidentiality of the information is otherwise confirmed in writing by the Discloser prior Discloser. In addition, by way of example and not limitation, all orders for Resale Services, Network Elements or Combinations placed by CLEC pursuant to disclosurethis Agreement, and information that would constitute Customer Proprietary Network Information of CLEC’s customers pursuant to the Act and the rules and regulations of the Federal Communications Commission (FCC), and call records and Recorded Usage Data as described in Attachments 5 and 10, whether disclosed by CLEC to SBC TEXAS or otherwise acquired by SBC TEXAS in the course of the performance of this Agreement, will be deemed Confidential Information of CLEC for all purposes under this Agreement. The Unless otherwise agreed, if a Party is required to submit information about one or more CLECs to a regulatory or judicial body, the obligations of confidentiality and non-use set forth in this Agreement do not apply to such Confidential Information that is so commingled with the Receiving Party or a third party's information such that disclosure could not possibly reveal the underlying proprietary or confidential information.
6.2 For a period of five (5) years from the receipt of Confidential Information from the Discloser, except as otherwise specified in this Agreement, the Recipient agrees (ia) to use Confidential Information it only for the purpose of performing under this Agreement, (iib) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iiic) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures nondisclosure and nonuse comparable in scope to the terms of this sectionSection.
9.2 6.3 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 6.4 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, Recipient within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the other Party’s 's Confidential Information, it will notify such other Party party immediately and use its best reasonable efforts to retrieve the lost or wrongfully disclosed information.
9.4 6.5 The Recipient shall will have no obligation to safeguard Confidential Information: (ia) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; , (iib) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iiic) after it is rightfully acquired by the Recipient free of restrictions on its discloserdisclosure; or (ivd) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state state, or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as so long as, in the absence of an applicable protective order, the Discloser has been previously promptly notified by the Recipient in time sufficient for and so long as the Recipient to undertake undertakes all lawful measures to avoid disclosing such confidential information and for until Discloser to have has had reasonable time to seek or negotiate a protective order before or with any applicable such mediator, arbitrator, state or regulatory body or a court, and complies with any protective order that covers the Confidential Information.
9.5 6.6 The Parties recognize acknowledge that an individual End User end user may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users end users or sources other than the DiscloserDisclosing Party.
9.6 6.7 Each Party’s 's obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No 6.8 Except as otherwise expressly provided elsewhere in this Agreement, no license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or of the disclosure of any Confidential Information.
9.8 6.9 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Proprietary Information. 9.1 For Grantor agrees to treat as confidential any books or records that constitute proprietary or confidential information under federal or State law, to the purposes extent Grantee makes Grantor aware of this Agreement, Confidential Information (“Confidential Information”) means such confidentiality. Grantee shall be responsible for clearly and conspicuously stamping the word "Confidential" on each page that contains confidential or proprietary technical information and shall provide a brief written explanation as to why such information is confidential under State or business federal law. If Grantor receives a request under the Act to inspect or copy the information given so identified by one Party (the “Discloser”) to the other (the “Recipient”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations Grantee and the term of this Agreement will not be deemed Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality Grantor determines that release of the information is confirmed in writing required by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this AgreementAct, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section.
9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies Grantor will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve promptly provide Grantee with notice of the lost request in accordance with RCW 42.56.540, and a copy of any written request by the party demanding access to such information, in order to have a reasonable time (of no less than 10 business days) within which Grantee may seek an injunction to prohibit the Grantor’s disclosure of the requested record. If the Grantee fails to timely obtain a court order enjoining disclosure, the Grantor will release the requested information on the date specified. Grantee shall join the Person requesting the documents to such an action. Grantee shall defend, indemnify and hold the Grantor harmless from any claim or wrongfully disclosed information.
9.4 judgment and Grantee shall reimburse the City for all reasonable costs and attorneys’ fees incurred in any legal proceedings pursued under this Section. The Recipient shall have Grantor has, and by this section assumes, no obligation to safeguard Confidential Information: (i) which was in the possession on behalf of the Recipient free of restriction prior Grantee to its receipt claim any exemption from disclosure under the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement Act, however the Grantor may assert such exemption if the Grantor itself believes in good faith that an exemption applies to the requested records. The Grantor shall not be liable to the Grantee for releasing records not clearly identified by the Recipient; (iii) after it is rightfully acquired by Grantee as confidential or proprietary. The Grantor shall not be liable to the Recipient free Grantee for any records that the Grantor releases in compliance with this section or in compliance with an order of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a courtcompetent jurisdiction.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Cable Franchise Agreement
Confidentiality and Proprietary Information. 9.1 For 7.1. Each party may disclose (the purposes of this Agreement, Confidential Information “Discloser”) confidential and proprietary information (“Confidential Information”) means confidential or proprietary technical or business information given by one Party (the “Discloser”) to the other party (the “Recipient”). All information which is disclosed by one Party to In each such case, the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Recipient shall hold such Confidential Information to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and shall not disclose it such Confidential Information except to no one other than its a party’s Affiliates, employees having or agents who have a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to disclose the Discloser's such Confidential Information to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this section.
9.2 The Recipient may make copies of Confidential Information only as reasonably necessary order to perform its such party’s obligations under this Agreement. All such copies will be subject Client’s Confidential Information shall include of all information relating to the same restrictions trade secrets or business affairs of Client including consumer data, merchandising plans, marketing plans and protections as the original product design and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 The Recipient agrees to return all information. Provider’s Confidential Information shall include the computers, systems and software operating the Service and all documentation, development tools, phone numbers, know-how and data related thereto, and any derivative works thereof as well as physical property, analytical procedures, techniques, skills, ideas, models, research, development, trade secrets or business affairs of Provider, its Affiliates or their employees, suppliers or agents. Neither party shall have any rights in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, other party’s Confidential Information and shall return or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that upon the Recipient reasonably requires to perform its obligations under this Agreement; termination of the Recipient shall certify destruction by written letter to applicable Order or the request of the Discloser. If either Party loses Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or makes an unauthorized disclosure destroy those copies of Confidential Information residing on Recipient’s backup, disaster recovery, or business continuity systems and the Party’s obligations hereunder with respect to such Confidential Information shall survive until such Confidential Information is destroyed.
7.2. Notwithstanding any other term hereof, the term “Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information.
9.4 The Recipient ” shall have no obligation to safeguard Confidential Informationnot include information that: (ia) which was already in the lawful possession of the Recipient free of restriction prior to its receipt thereof, directly or indirectly, from the Discloser; (iib) after it lawfully becomes publicly known or available through no to Recipient on a non-confidential basis from a source other than Discloser that is not under an obligation to keep such information confidential; (c) is generally available to the public other than as a result of a breach of this Agreement by the RecipientRecipient or its representative(s); or (iiid) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is subsequently and independently developed by personnel employees, consultants or agents of the Recipient without reference to whom the Discloser's Confidential Information had not been previously discloseddisclosed hereunder. In addition, either Party will a party shall not be considered to have the right to disclose breached its obligations by disclosing Confidential Information of the other party as required to satisfy any mediatorrequest of a competent governmental body provided that, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is promptly upon receiving any such license implied solely by virtue or request and to the disclosure extent that it may legally do so, such party advises the other party of any Confidential Information.
9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.the
Appears in 1 contract
Samples: Vendor Agreement
Confidentiality and Proprietary Information. 9.1 For the purposes of 28.1 In connection with this Agreement, Confidential Information either party may furnish to the other certain information that is marked or otherwise specifically identified as proprietary or confidential (“Confidential Information”) means ). This Confidential Information may include, among other things private easements licenses, utility agreements, permits, other right-of-way granting documents, specifications, designs, plans, drawings, data prototypes, and other technical and/or business information. For purposes of this Section 28, the party that discloses confidential or proprietary technical or business information given by one Party (Information is referred to as the “DiscloserDisclosing Party”) , and the party that receives Information is referred to the other (as the “RecipientReceiving Party”). All information which is disclosed by one Party to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed .
28.2 When Confidential Information to is furnished in tangible form, the Discloser and subject to this Section 9Disclosing Party shall mark it as proprietary or confidential. When confidential Information is provided orally, unless the confidentiality disclosing Party shall, at the time of disclosure or promptly thereafter, identify the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing as being proprietary or confidential.
28.3 With respect to Confidential Information disclosed under this Agreement, (ii) to hold it in confidence the Receiving Party and disclose it to no one other than its employees having shall:
(a) hold the Confidential Information in confidence, exercising a degree of care not less than the care used by the Receiving Party to protect its own proprietary or confidential information that it does not wish to disclose.
(b) restrict disclosure of the Confidential Information solely to those of its employees who have a need to know for in connection with the purpose performance of performing under this Agreement, and (iii) to safeguard it from unauthorized use or disclosure using at least the same degree of care with which the Recipient safeguards its own Confidential Information. If the Recipient wishes to not disclose the Discloser's Confidential Information to a third-party agent any other person or consultantentity without the prior written consent of the disclosing Party, such disclosure must be agreed provided that Receiving Party may disclose information concerning this Agreement to (i) its customers, potential buyers or buyers in writing by the Discloserconnection with sales, purchases, licenses, or other use of its services or assets, (ii) its investors, potential investors, lenders, potential lenders, and the agent or consultant must consultants and advisors, provided such parties have executed a written agreement nondisclosure agreements;
(c) advise those employees of nondisclosures and nonuse comparable in scope their obligations with respect to the terms of this section.Confidential Information; and
9.2 The Recipient may make copies of (d) use the Confidential Information only as reasonably necessary to perform its obligations under in connection with the performance of this Agreement. All such copies will be subject to the same restrictions and protections , except as the original and will bear the same copyright and proprietary rights notices as are contained on the originalDisclosing Party may otherwise agree in writing.
9.3 The Recipient agrees to 28.4 Confidential Information shall be deemed the property of the Disclosing party. Upon written request of the Disclosing Party, the Receiving Party shall return all Confidential Information received in tangible form received from the Discloserform, including any copies made by the Recipient, within thirty (30) days after except that each party’s legal counsel may retain one copy in its files solely to provide a written request is delivered to the Recipient, or to destroy all record of such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloserarchival purposes. If either the Receiving Party loses or makes an unauthorized disclosure of Confidential Information it shall notify the Party’s Confidential Information, it will notify such other Disclosing Party immediately and use its best reasonable efforts to retrieve the lost or wrongfully disclosed informationConfidential Information.
9.4 28.5 The Recipient Receiving Party shall have no obligation to safeguard preserve the proprietary nature of Confidential Information: Information which:
(ia) which was in previously known to the possession Receiving Party free of any obligation to keep it confidential; or.
(b) is or becomes publicly available by means other than unauthorized disclosure; or
(c) is developed by or on behalf of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is Receiving Party independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential InformationInformation furnished under this Agreement; or
(d) is received form a third party whose disclosure does not violate any confidentiality obligation.
9.8 28.6 If the Receiving Party is required to disclose the Disclosing Party’s Confidential Information by an order or a lawful process of a court or governmental body, the Receiving Party shall promptly notify the disclosing Party, and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements before the Confidential Information is produced.
28.7 Each Party agrees party agree that the Discloser may Disclosing Party would be irreparably injured by a disclosure in breach of this Agreement Section 27 by the Recipient Receiving Party or its representatives and that the Discloser will Disclosing Party may be entitled to seek equitable relief, including injunctive relief and specific specified performance, in the event of any breach or threatened breach of the confidentiality provisions of this AgreementSection 27. Such remedies will shall not be deemed to be the exclusive remedies for a breach of this AgreementSection 27, but will shall be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Confidentiality and Proprietary Information. 9.1 For Tenant acknowledges that the content of this Lease and any related documents are "Confidential Information" (as defined below). Tenant shall keep such Confidential Information strictly confidential and shall not disclose such Confidential Information to any person or entity other than Tenant's financial, legal, and space planning consultants. Landlord acknowledges that Tenant is in engaged in research and development activities intended to produce proprietary information (the "Research Product") for use, control, and ownership by Tenant, whether or not patentable or subject to protection as a trade secret. Landlord hereby agrees that the Research Product will be owned and be the sole property of Tenant and renounces any claim, right, or interest in the Research Product. In addition, Landlord acknowledges that it has no right or license, expressed or implied, to the Research Product (or any derivative thereof) and further agrees that it will have no rights, privileges, or control with respect to the results of Tenant's research activities on the Premises, whether or not patentable or subject to protection as a trade secret. As used herein, "Confidential Information" means any non-public information of Tenant or Landlord in any form, whether of a technical, non-technical, business or other nature, including but not limited to, information, documents, data, and images. Landlord and Tenant each agree to not, at any time, without the other party's prior written consent, disclose to any third party any of the other’s Confidential Information. Each party further agrees that it will only use such Confidential Information for the purposes of providing the obligations and services under this Agreement, Confidential Information (“Confidential Information”) means confidential or proprietary technical or business Lease. Each party agrees to keep such information given by one Party (the “Discloser”) to of the other (the “Recipient”). All party secure, secret and confidential and cause its directors, officers, employees, or agents to keep such information which is disclosed by one Party secure, secret and confidential and to the other in connection with this Agreement, during negotiations and the term of this Agreement will not be deemed Confidential Information take all reasonable precautions to the Discloser and subject to this Section 9, unless the confidentiality of the information is confirmed in writing by the Discloser prior to disclosure. The Recipient agrees (i) to use Confidential Information only for the purpose of performing under this Agreement, (ii) to hold it in confidence and disclose it to no one other than its employees having a need to know for the purpose of performing under this Agreement, and (iii) to safeguard it from prevent any unauthorized use or disclosure using at least of the same degree of care with which the Recipient safeguards its own Confidential Information. If Notwithstanding the Recipient wishes foregoing, Landlord shall be permitted to disclose the Discloser's this Lease and Confidential Information related thereto to Landlord's legal, accounting and space planning consultants, any prospective purchasers or lenders of the Project, or as required by law or as may reasonably be required in the course of any judicial or governmental proceeding (including in response to a third-party agent or consultant, such disclosure must be agreed to in writing by the Discloser, and the agent or consultant must have executed a written agreement of nondisclosures and nonuse comparable in scope to the terms of this sectionsubpoena).
9.2 The Recipient may make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement. All such copies will be subject to the same restrictions and protections as the original and will bear the same copyright and proprietary rights notices as are contained on the original.
9.3 The Recipient agrees to return all Confidential Information in tangible form received from the Discloser, including any copies made by the Recipient, within thirty (30) days after a written request is delivered to the Recipient, or to destroy all such Confidential Information if directed to do so by Discloser except for Confidential Information that the Recipient reasonably requires to perform its obligations under this Agreement; the Recipient shall certify destruction by written letter to the Discloser. If either Party loses or makes an unauthorized disclosure of the Party’s Confidential Information, it will notify such other Party immediately and use its best efforts to retrieve the lost or wrongfully disclosed information.
9.4 The Recipient shall have no obligation to safeguard Confidential Information: (i) which was in the possession of the Recipient free of restriction prior to its receipt from the Discloser; (ii) after it becomes publicly known or available through no breach of this Agreement by the Recipient; (iii) after it is rightfully acquired by the Recipient free of restrictions on its discloser; (iv) after it is independently developed by personnel of the Recipient to whom the Discloser's Confidential Information had not been previously disclosed. In addition, either Party will have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, or a court in the conduct of any mediation, arbitration or approval of this Agreement, as long as, in the absence of an applicable protective order, the Discloser has been previously notified by the Recipient in time sufficient for the Recipient to undertake all lawful measures to avoid disclosing such confidential information and for Discloser to have reasonable time to seek or negotiate a protective order before or with any applicable mediator, arbitrator, state or regulatory body or a court.
9.5 The Parties recognize that an individual End User may simultaneously seek to become or be a customer of both Parties. Nothing in this Agreement is intended to limit the ability of either Party to use customer specific information lawfully obtained from End Users or sources other than the Discloser.
9.6 Each Party’s obligations to safeguard Confidential Information disclosed prior to expiration or termination of this Agreement will survive such expiration or termination.
9.7 No license is hereby granted under any patent, trademark, or copyright, nor is any such license implied solely by virtue or the disclosure of any Confidential Information.
9.8 Each Party agrees that the Discloser may be irreparably injured by a disclosure in breach of this Agreement by the Recipient or its representatives and the Discloser will be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the confidentiality provisions of this Agreement. Such remedies will not be deemed to be the exclusive remedies for a breach of this Agreement, but will be in addition to all other remedies available at law or in equity.
Appears in 1 contract
Samples: Office Lease (Palisade Bio, Inc.)
