Common use of Confidentiality and Publications Clause in Contracts

Confidentiality and Publications. 8.01 In the performance of this Agreement, each Party may disclose directly or indirectly to the other party certain confidential information, orally or in writing or both, including, but not be limited to, marketing plans, cost or price data, customer or supplier information, technical information, patent applications, and patent prosecution documents regarding the Accelr8 Technology or the Licensed Product (collectively, “Confidential Information”). Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the disclosing Party, the Parties agree that, during the Term for at least five (5) years and thereafter, the receiving Party shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information. A Party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Neither Party will use any Confidential Information of any other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including, without limitation, the export control laws of the United States. Neither Party may reproduce any Confidential Information of any other Party in any form except as required to accomplish the intent of this Agreement. Neither Party may disclose Confidential Information of any other Party to any employee, agent, consultant, or sublicensee who does not have a reasonable need for such information for purposes of performance under this Agreement and who is not subject to binding obligations of confidentiality and limited use at least as restrictive as those of this Article 8. In particular, neither Party will disclose to a Third Party any legal opinions with regard to Accelr8‘s Intellectual Property without first obtaining a “Community of Interest” agreement from such Third Party that includes Accelr8 as named in the Community of Interest. Each Party will use at least the same standard of care as it uses to protect its own proprietary or confidential information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of the other Party, but in no event less than reasonable care. Each Party will promptly notify the disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information of the other Party.

Confidentiality and Publications. 8.01 In The Parties to this Agreement shall ensure that information supplied to or deriving from the performance Research is exchanged between themselves on a strictly confidential basis. Both Parties recognise that as required by QMUL’s legal status as an “Exempt Charity” and by its own statutes and regulations, the results of this Agreement, each Party may disclose directly or indirectly to the other party certain confidential information, orally or Research shall be publishable in writing or both, including, but not be limited to, marketing plans, cost or price data, customer or supplier information, technical information, patent applicationsaccordance with normal academic practice, and patent prosecution documents regarding agree that any thesis written by staff or students of QMUL undertaking the Accelr8 Technology or Research shall be submitted in accordance with the Licensed Product (collectivelyQMUL’s regulations for higher degrees. In addition, “Confidential Information”). Except the results of the Research shall be kept confidential to the extent expressly authorized by this Agreement necessary to protect the potential commercial value of any patentable inventions or otherwise agreed in writing by the disclosing Party, the Parties agree that, other intellectual property rights generated during the Term for at least five (5) years Research, and thereafter, any publication or disclosure of the receiving results of the Research by a Party shall keep confidential and shall not publish or otherwise disclose and shall not use for include any purpose other than as expressly provided for in this Agreement any Confidential Information. A Party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Neither Party will use any Confidential Information of any other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including, without limitation, the export control laws of the United States. Neither Party may reproduce any Confidential Information of any other Party in any form except as required to accomplish the intent of this Agreement. Neither Party may disclose Confidential Information of any other Party to any employee, agent, consultant, or sublicensee who does not have a reasonable need for such information for purposes of performance under this Agreement and who is not subject to binding obligations of confidentiality and limited use at least as restrictive as those of this Article 8. In particular, neither Party will disclose to a Third Party any legal opinions with regard to Accelr8‘s Intellectual Property without first obtaining a “Community of Interest” agreement from such Third Party that includes Accelr8 as named in the Community of Interest. Each Party will use at least the same standard of care as it uses to protect its own proprietary or confidential information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of the other Party, but in no event less than reasonable care’s Confidential Information. Each Party will promptly shall send the other Party a draft of all intended publications in advance of publication for it to review them for the possible inclusion of any such Confidential Information. Each Party shall review any such proposed publications sent to it by the other Party within a period of 30 working days of their receipt and notify the disclosing other Party upon discovery if a proposed publication contains any of any unauthorized use or disclosure of the its Confidential Information of within the review period. In such an event, the Party wishing to make the publication shall delete, adapt or genericise any such Confidential Information prior to the publication being made, as agreed with other Party at the other Party’s discretion. QMUL shall acknowledge the support received from <<Contractor>> in any publications arising from this Agreement, unless requested to the contrary by <<Contractor>>. The obligations in clause 4.2 above shall not apply to data or information which the Receiving Party can clearly demonstrate: was known to the receiving Party prior to disclosure; or was or becomes part of the public domain through no fault of the receiving Party; or becomes lawfully available to the receiving Party by an unconnected third party who is under no obligation of confidentiality in respect thereof, or with the lawful right to make such disclosure; or has been independently developed or conceived by it; or it is required to disclose by law.

Confidentiality and Publications. 8.01 7.01 In the performance of this Agreement, each Party may disclose directly or indirectly to the other party certain confidential information, orally or in writing or both, including, but not be limited to, marketing plans, cost or price data, customer or supplier information, technical information, patent applications, and patent prosecution documents regarding the Accelr8 Technology or the Licensed Product (collectively, “Confidential Information”). Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the disclosing Party, the Parties agree that, during the Term for at least five (5) years and thereafter, the receiving Party shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information. A Party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Neither Party will use any Confidential Information of any other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including, without limitation, the export control laws of the United States. Neither Party may reproduce any Confidential Information of any other Party in any form except as required to accomplish the intent of this Agreement. Neither Party may disclose Confidential Information of any other Party to any employee, agent, consultant, or sublicensee who does not have a reasonable need for such information for purposes of performance under this Agreement and who is not subject to binding obligations of confidentiality and limited use at least as restrictive as those of this Article 8. In particular, neither Party will disclose to a Third Party any legal opinions with regard to Accelr8‘s Accelr8’s Intellectual Property without first obtaining a “Community of Interest” agreement from such Third Party that includes Accelr8 as named in the Community of Interest. Each Party will use at least the same standard of care as it uses to protect its own proprietary or confidential information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of the other Party, but in no event less than reasonable care. Each Party will promptly notify the disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information of the other Party.

Confidentiality and Publications. 8.01 7.01 In the performance of this Agreement, each Party may disclose directly or indirectly to the other party certain confidential information, orally or in writing or both, including, but not be limited to, marketing plans, cost or price data, customer or supplier information, technical information, patent applications, and patent prosecution documents regarding the Accelr8 Technology Intellectual Property or the Licensed Product (collectively, “"Confidential Information”"). Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the disclosing Party, the Parties agree that, during the Term for at least five (5) years and thereafteryears, the receiving Party shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information. A Party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Neither Party will use any Confidential Information of any other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including, without limitation, the export control laws of the United States. Neither Party may reproduce any Confidential Information of any other Party in any form except as required to accomplish the intent of this Agreement. Neither Party may disclose Confidential Information of any other Party to any employee, agent, consultant, or sublicensee who does not have a reasonable need for such information for purposes of performance under this Agreement and who is not subject to binding obligations of confidentiality and limited use at least as restrictive as those of this Article 87. In particular, neither Party will disclose to a Third Party any legal opinions with regard to Accelr8‘s Accelr8's Intellectual Property without first obtaining a “"Community of Interest” " agreement from such Third Party that includes Accelr8 as named in the Community of Interest. Each Party will use at least the same standard of care as it uses to protect its own proprietary or confidential information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of the other Party, but in no event less than reasonable care. Each Party will promptly notify the disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information of the other Party.

Confidentiality and Publications. 8.01 In the performance of this Agreement, each Party may disclose directly or indirectly to the other party certain confidential information, orally or in writing or both, including, but not be limited to, marketing plans, cost or price data, customer or supplier information, technical information, patent applications, and patent prosecution documents regarding the Accelr8 Technology or the Licensed Product (collectively, “"Confidential Information”"). Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the disclosing Party, the Parties agree that, during the Term for at least five (5) years and thereafter, the receiving Party shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly expressly' provided for in this Agreement any Confidential Information. A Party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Neither Party will use any Confidential Information of any other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including, without limitation, the export control laws of the United States. Neither Party may reproduce any Confidential Information of any other Party in any form except as required to accomplish the intent of this Agreement. Agreement Neither Party may disclose Confidential Information of any other Party to any employee, agent, consultant, or sublicensee sub-licensee who does not have a reasonable need for such information for purposes of performance under this Agreement and who is not subject to binding obligations of confidentiality and limited use at least as restrictive as those of this Article 8. In particular, neither Party will disclose to a Third Party any legal opinions with regard to Accelr8‘s Accelr8's Intellectual Property without first obtaining a “"Community of Interest” " agreement from such Third Party that includes Accelr8 as named in the Community of Interest. Each Party will use at least the same standard of care as it uses to protect its own proprietary or confidential information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of the other Party, but in no event less than reasonable care. Each Party will promptly notify the disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information of the other Party.

Confidentiality and Publications. 8.01 In the performance of this Agreement, each Party may disclose directly or indirectly The Parties to the other party certain confidential information, orally or in writing or both, including, but not be limited to, marketing plans, cost or price data, customer or supplier information, technical information, patent applications, and patent prosecution documents regarding the Accelr8 Technology or the Licensed Product (collectively, “Confidential Information”). Except to the extent expressly authorized by this Agreement shall ensure that information supplied to or otherwise agreed in writing by deriving from the disclosing Party, research is exchanged between themselves on a strictly confidential basis; Each Party should not to provide any third Party with access to or with the Parties agree that, during right to use the Term for at least five (5) years and thereafter, the receiving Party shall keep confidential and shall not publish Data or otherwise disclose and shall not use Results for any purpose other than as expressly provided for in this Agreement any Confidential Information. A Party may use such Confidential Information only to without the extent required to accomplish the purposes of this Agreement. Neither Party will use any Confidential Information of any other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including, without limitation, the export control laws of the United States. Neither Party may reproduce any Confidential Information of any other Party in any form except as required to accomplish the intent of this Agreement. Neither Party may disclose Confidential Information of any other Party to any employee, agent, consultant, or sublicensee who does not have a reasonable need for such information for purposes of performance under this Agreement and who is not subject to binding obligations of confidentiality and limited use at least as restrictive as those of this Article 8. In particular, neither Party will disclose to a Third Party any legal opinions with regard to Accelr8‘s Intellectual Property without first obtaining a “Community of Interest” agreement from such Third Party that includes Accelr8 as named in the Community of Interest. Each Party will use at least the same standard of care as it uses to protect its own proprietary or confidential information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information written permission of the other Party, but in no event less than reasonable careand such authorization shall not be unreasonably withheld. Each Party will promptly notify In addition, the disclosing Party upon discovery results of the research shall be kept confidential to the extent necessary to protect the potential commercial value of any unauthorized use patentable inventions or other intellectual property rights generated during the research, and any publication or disclosure of the Confidential Information results of the research by a Party shall not include any of the other Party’s Confidential Information. Each Party shall send the other Party a draft of all intended publications in advance of publication for it to review them for the possible inclusion of any such Confidential Information. Each Party shall review any such proposed publications sent to it by the other Party within a period of thirty (30) working days of their receipt and notify the other Party if a proposed publication contains any of its Confidential Information within the review period. In case of poster presentation, abstract or other written or oral material the period will be fifteen (15) working days to review the material which describes the results of the Study. In such an event, the Party wishing to make the publication or the presentation of the material shall delete, adapt or genericise any such Confidential Information prior to the publication being made, as agreed with other Party at the other Party’s discretion. Each Party should not to provide any third Party with access to or with the right to use the Data or Results for any purpose without the written permission of the other Party, and such authorization shall not be unreasonably withheld.