Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein. 26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made. 26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that: 26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure; 26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and 26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure. 26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which: 26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or 26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or 26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or 26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or 26.4.5 is approved for release by written authorization of the disclosing Party; or 26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or 26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights. 26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other. 26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party. 26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent. 26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 21 contracts
Samples: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 18 contracts
Samples: Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 10 contracts
Samples: Master Interconnection, Collocation and Resale Agreement, Master Interconnection, Collocation and Resale Agreement, Master Interconnection, Collocation, and Resale Agreement
Confidentiality and Publicity. 26.1 9.1 All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 9.2 For a period of three years from receipt of Confidential Information, Recipient shall (1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 9.3 Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by law, a court, or governmental agency, if the Parties; or
26.4.5 is approved for release by written authorization Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient will comply with any protective order that covers the Confidential Information to a third party by the disclosing Party without a similar restriction on the third party’s rightsbe disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 9.4 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service mark, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 5 contracts
Samples: Commercial Mobile Radio Services (Cmrs) Interconnection Agreement, Commercial Mobile Radio Services (Cmrs) Interconnection Agreement, Commercial Mobile Radio Services (Cmrs) Interconnection Agreement
Confidentiality and Publicity. 26.1 20.1 All confidential or proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will shall be protected by both the Parties in accordance with the terms provided herein.
26.2 As used of this Section 20. All information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, network, financial, marketing, and staffing information, proposals, requests for proposals, business plans, strategic information, specifications, costs, procedures, processes, business systems, software programs, orders for services, customer account data, call detail records, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party is defined by the other Party regarding Act and the above referenced subject matter rules and which is marked proprietary or confidential with regulations of the appropriate owner corporation nameFCC (collectively, e.g., Disclosing Party’s “Frontier ProprietaryConfidential Information”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made).
26.3 Each Party agrees that 20.1.1 Recipient shall (i) use Confidential Information only for the purpose of performing under this Agreement, (ii) hold Confidential Information in confidence and disclose it will not disclose any Proprietary only to employees who have a need to know it in order to perform under this Agreement, and (iii) safeguard Confidential Information of from unauthorized use or disclosure using no less than the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated Confidential Information. If Recipient wishes to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary disclose the Disclosing Party’s Confidential Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by agent or consultant in order to perform Recipient’s obligations hereunder, such third party shall have executed a written agreement comparable in scope to the disclosing Party without a similar restriction on the third party’s rightsterms of this Section 20.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during 20.1.1.1 Notwithstanding the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results provisions of the discussions. The furnishing of Proprietary subsection
20.1.1 under no circumstances will BellSouth disclose MCIm’s Confidential Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyrightto, or trademarkpermit access to MCIm’s Confidential Information by, now the retail operations or hereafter owned, obtained, controlledany employee thereof, or which is the retail customer representatives of, BellSouth or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotionBellSouth Affiliate, or any other publicity matter relating directly independent contractors to any of the foregoing, and BellSouth and any BellSouth Affiliate shall take all reasonable actions necessary to ensure that any such retail operations and any employees thereof, their respective retail customer representatives, and any independent contractors of any of the foregoing, cannot access MCIm’s Confidential Information.
20.1.2 Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (ii) which becomes publicly known or indirectly to available through no breach of this Agreement.Agreement by Recipient,
Appears in 5 contracts
Samples: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement
Confidentiality and Publicity. 26.1 12.1. All information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary or confidential to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (collectively “Confidential Information” and/or “Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in 12.2. During the Term of this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years year thereafter, Recipient shall
12.2.1. use it only for the purpose of performing under this Agreement,
12.2.2. hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
12.2.3. safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information Confidential Information.
12.3. Recipient shall have no obligation to safeguard Confidential Information
12.3.1. which was in the Recipient’s possession free of like importancerestriction prior to its receipt from Disclosing Party,
12.3.2. which becomes publicly known or available through no breach of this Agreement by Recipient,
12.3.3. which is rightfully acquired by Recipient free of restrictions on its Disclosure, or
12.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
12.4. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such degree of care will be reasonably calculated information until Disclosing Party has had reasonable time to prevent such inadvertent disclosure;
26.3.2 it limits access obtain a protective order or other relief. Recipient agrees to such Proprietary comply with any protective order that covers the Confidential Information to its employees and agents who are directly involved be disclosed.
12.5. Each Party agrees that in the consideration event of the a breach of this §12 by Recipient or its representatives or agents, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not be exclusive, but shall be in addition to all other remedies available at law or in equity.
12.6. CPNI related to KMC’s subscribers obtained by virtue of Local Interconnection or any other service provided under this Agreement shall be KMC’s Proprietary Information and informs its employees and agents who have access to such Proprietary Information may not be used by Sprint for any purpose except performance of its duty not obligations under this Agreement, and in connection with such performance, shall be disclosed only to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Informationemployees with a need to know, it will endeavor unless the KMC subscriber expressly directs KMC to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any disclose such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence to Sprint pursuant to the requirements of Section 222(c)(2) of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by Act. If Sprint seeks and obtains written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not approval to use or announce any servicesdisclose such CPNI from KMC’s subscribers, products such approval shall be obtained only in compliance with Section 222(c)(2) of the Act and, in the event such authorization is obtained, Sprint may use or marketing techniques relating disclose only such information as KMC provides pursuant to these discussions such authorization and may not use information that Sprint has otherwise obtained, directly or information gained or exchanged during the discussionsindirectly, both Parties acknowledge that one is in connection with its performance under this Agreement. CPNI related to Sprint’s subscribers obtained by virtue of Local Interconnection shall be Sprint’s Proprietary Information and may not responsible or liable be used by KMC for any business decisions made by purpose except performance of its obligations under this Agreement, and in connection with such performance shall be disclosed only to employees with a need to know, unless the other in reliance upon any disclosures made during any meeting between Sprint subscriber expressly directs Sprint to disclose such information to KMC pursuant to the Parties or in reliance on any results requirements of Section 222(c)(2) of the discussionsAct. The furnishing If KMC seeks and obtains written approval to use or disclose such CPNI from Sprint’s subscribers, such approval shall be obtained only in compliance with Section 222(c)(2) of Proprietary Information the Act and, in the event such authorization is obtained, KMC may use or disclose only such information as Sprint provides pursuant to one Party by the other Party will such authorization and may not obligate either Party to enter into any further agreement use information that KMC has otherwise obtained, directly or negotiation indirectly, in connection with the otherits performance under this Agreement.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 12.7. Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §0 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
12.8. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party, except to the extent that the information being distributed is public information. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
12.9. Except as otherwise expressly provided in this §12, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation §222 of the Act.
Appears in 4 contracts
Samples: Master Interconnection, Collocation and Resale Agreement, Master Interconnection, Collocation and Resale Agreement, Master Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 9.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided hereinof this Section 9.
26.2 9.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 9.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 (i) each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, importance and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 (ii) it limits access to such Proprietary Information to its employees employees, attorneys and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 (iii) upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 9.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 (i) is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 (ii) was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 (iii) was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 (iv) is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 or is approved for release by written authorization of the disclosing Party; or
26.4.6 (v) is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 9.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 9.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, copyright or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All 9.7 Except for public filings, litigation, or other administrative or judicial proceedings arising from or related to the Agreement, all publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 9.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement, except as authorized in Section 9.7 of this Agreement.
Appears in 4 contracts
Samples: Interconnection and Traffic Interchange Agreement, Interconnection and Traffic Interchange Agreement, Interconnection and Traffic Interchange Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 3 contracts
Samples: Interconnection, Collocation and Resale Agreement, Confidentiality Agreement, Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information 16.1. This clause 16 applies to Confidential Information disclosed by one Party (“Proprietary Informationthe Disclosing Party”) disclosed by either to the other (“the Receiving Party”) under or in connection with this Agreement.
16.2. The Receiving Party during shall only use the negotiations and Confidential Information solely for the term purposes of this Agreement will be protected by both Parties performing its obligations in accordance with the terms provided hereinof this Agreement.
26.2 As used 16.3. The Receiving Party will exercise in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered relation to the other Party within thirty (30) business days after such oral disclosureDisclosing Party’s Confidential Information a reasonable and appropriate degree of care and protection.
16.4. The writing will also state the place, date and person(s) Receiving Party undertakes not to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, Disclosing Party’s Confidential Information to any third party except that it may disclose such Confidential Information to its employees, professional advisors, agents or sub-contractors but only to the extent necessary for the performance of its obligations under this Agreement. The Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.
16.5. The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a period request to that effect and, in any event, upon termination or expiry of three this Agreement.
16.6. Without prejudice to any other rights or remedies that either Party may be entitled to, the Parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both Parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.
16.7. The provisions of this clause 16 are of indefinite duration but shall not apply to any Confidential Information:
16.7.1. to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Receiving Party;
16.7.2. which the Receiving Party can show by its written records was in its possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or
16.7.3. has been independently developed by the Receiving Party without use of the Confidential Information; or
16.7.4. which is required to be disclosed by law.
16.8. No publicity or advertising shall be released by the Contractor in connection with the subject matter of this Agreement without the prior written approval of DCC, which shall not unreasonably be withheld or delayed.
16.9. Notwithstanding anything else to the contrary in the Agreement, if the DCC receives a request for information from a Regulatory Body or the Secretary of State (3as applicable) years from under condition 29 of the DCC Licence (each, an "Information Request"), the Contractor acknowledges that the DCC may be obliged to disclose Contractor's Confidential Information under the requirements of the relevant Information Request provided that if and to the extent that it is practicable and lawful for it to do so, DCC shall give prompt notice to the Contractor prior to the required disclosure and shall cooperate with the Contractor regarding the form, nature, content and purpose of such disclosure or any action which Contractor may reasonably take to challenge the validity or extent of such disclosure obligation. The DCC shall be responsible for determining in its absolute discretion whether any Contractor's Confidential Information is required to be disclosed to a Regulatory Body and/or the Secretary of State in accordance with the relevant Information Request. The Contractor shall cooperate with each and every Information Request.
16.10. The terms of this clause 16 shall supersede and replace any non-disclosure agreement entered into between the parties prior to the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 3 contracts
Samples: Supplier Relationship Management Agreement, Digital Content and Imagery Production Agreement, Employee Value Proposition
Confidentiality and Publicity. 26.1 9.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided hereinof this Section 9.
26.2 9.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Citizens Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 9.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 (i) each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, importance and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 (ii) it limits access to such Proprietary Information to its employees employees, attorneys and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 (iii) upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 9.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 (i) is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 (ii) was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 (iii) was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 (iv) is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 or is approved for release by written authorization of the disclosing Party; or
26.4.6 (v) is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 9.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 9.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, copyright or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All 9.7 Except for public filings, litigation, or other administrative or judicial proceedings arising from or related to the Agreement, all publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 9.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 3 contracts
Samples: Interconnection and Traffic Interchange Agreement, Interconnection and Traffic Interchange Agreement, Interconnection and Traffic Interchange Agreement
Confidentiality and Publicity. 26.1 9.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided hereinof this Section 9.
26.2 9.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Citizens Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 9.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 (i) each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, importance and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 (ii) it limits access to such Proprietary Information to its employees employees, attorneys and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 (iii) upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 9.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 (i) is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 (ii) was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 (iii) was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 (iv) is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 or is approved for release by written authorization of the disclosing Party; or
26.4.6 (v) is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 9.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 9.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, copyright or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All 9.7 Except for public filings, litigation, or other administrative or judicial proceedings arising from or related to the Agreement, all publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 9.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement, except as authorized in Section 9.7 of this Agreement.
Appears in 3 contracts
Samples: Interconnection and Traffic Interchange Agreement, Interconnection and Traffic Interchange Agreement, Interconnection and Traffic Interchange Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information;
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 3 contracts
Samples: Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall:
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written.
15.3. Recipient shall have no obligation to safeguard Confidential Information which:
15.3.1. was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. becomes publicly known or available through no breach of this Agreement by Recipient,
15.3.3. is rightfully acquired by Recipient free of restrictions on its Disclosure, recordedor
15.3.4. is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, machine readable a court, or other information provided in tangible form governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 3 contracts
Samples: Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall:
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written.
15.3. Recipient shall have no obligation to safeguard Confidential Information which:
15.3.1. was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. becomes publicly known or available through no breach of this Agreement by Recipient,
15.3.3. is rightfully acquired by Recipient free of restrictions on its Disclosure, recordedor
15.3.4. is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, machine readable a court, or other information provided in tangible form governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, promotion, or any other publicity matter relating directly or indirectly to this Agreement.service,
Appears in 3 contracts
Samples: Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 All proprietary A. During the course of this Agreement, either party may have or may be provided access to the other's confidential information (“Proprietary Information”) disclosed by either Party and materials. Additionally, Seller may be engaged to develop new information for Buyer, or may develop such information during the negotiations performance of Services, which information will become, upon creation, Buyer's confidential information unless otherwise agreed in writing. Provided information and materials are marked in a manner reasonably intended to make the term recipient aware, or the recipient is sent written notice within forty-eight (48) hours of this Agreement will be protected by both Parties disclosure, that the information and materials are "Confidential", each party agrees to maintain such information in accordance with the terms provided hereinof this Agreement and the CNDA referenced on the signature page of this Agreement and any other applicable separate nondisclosure agreement between Buyer and Seller. At a minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats its own information of a similar nature, until the information becomes rightfully available to the public through no fault of the non-disclosing party. Seller's employees who access Buyer's facilities may be required to sign a separate access agreement prior to admittance to Buyer's facilities. Furthermore, Seller will furnish a copy of Addendum C to each of its employees, agents and subcontractors who perform work or Services on Buyer's premises or facilities or otherwise has access to Buyer's classified and proprietary information, networks or software, and will take reasonable steps to assure Buyer that all employees, agents and subcontractors have read and understood Addendum C. Seller shall not use any of the confidential information created for Buyer other than for Buyer.
26.2 As used B. Neither party may use the other party's name in advertisements, news releases, publicity statements, financial statement filings (unless in areas specifically required to meet General Accepted Accounting Principles (GAAP) or Securities Exchange Commission (SEC) filing requirements or disclose the existence of this Agreement, nor any of its details or the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information existence of the other Party in whole or in part, including derivationsrelationship created by this Agreement, to any third party for a period without the specific, written consent of three (3) years from the date other. If disclosure of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information any of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importanceterms hereof is required by applicable law, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Informationrule, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosureregulation, or is compelled by a court or governmental agency, authority, or body:
(i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the content of the Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the party compelled to make and disclosure shall inform the other party at least ten (10) business days in advance of the disclosure; and (iii) the party compelled to make disclosure shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any time developed by the receiving Party independently of any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure; or
26.4.3 was disclosed . The parties may disclose this Agreement in confidence to their respective legal counsel, accountants, bankers, and financing sources as necessary in connection with obtaining services from such third parties. The obligations stated in this section shall survive the receiving Party by a third party who was free expiration or termination of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightsthis Agreement.
26.5 Since either Party C. Neither party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s nameparty's name or trademarks in advertisements, languagematerials, picturesweb sites, press releases, interviews, articles, brochures, banners, letterhead, business cards, project reference or symbols from which client listings without the other Party’s name may other's written consent. For Intel, this would be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreementthe Director of Corporate Purchasing and/or the Vice President of Materials.
Appears in 3 contracts
Samples: Purchase Agreement (Cascade Microtech Inc), Purchase Agreement (Cascade Microtech Inc), Purchase Agreement (Cascade Microtech Inc)
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 3 contracts
Samples: Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 3 contracts
Samples: Master Interconnection, Collocation and Resale Agreement, Master Interconnection, Collocation and Resale Agreement, Master Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 13.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
13.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
13.2.1. use it only for the purpose of performing under this Agreement,
13.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
13.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
13.3. Recipient shall have no obligation to safeguard Confidential Information
13.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
13.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
13.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
13.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
13.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 13.5. Each Party agrees that it will in the event of a breach of this §13 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions13.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §13.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
13.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
13.8. Except as otherwise expressly provided in this §13, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation §222 of the Act.
Appears in 3 contracts
Samples: Master Interconnection and Resale Agreement, Master Interconnection and Resale Agreement, Master Interconnection and Resale Agreement
Confidentiality and Publicity. 26.1 All proprietary A. During the course of this Agreement, either party may have or may be provided access to the other's confidential information and materials. Provided information and materials are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight (“Proprietary Information”48) disclosed by either Party during hours of disclosure, that the negotiations information and the term of this Agreement will be protected by both Parties materials are "Confidential", each party agrees to maintain such information in accordance with the terms provided herein.
26.2 As used in of this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form Agreement AND THE CNDA REFERENCED ON THE SIGNATURE PAGE OF THIS AGREEMENT. At a minimum each party agrees to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless maintain such information is reduced in confidence and limit disclosure on a need to writing by know BASIS, TO TAKE all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats its own information of a similar nature, until the information becomes rightfully available to the public through no fault of the non-disclosing Party party. Seller's employees who access Buyer's facilities and BUYER'S EMPLOYEES WHO ACCESS SELLER'S FACILITIES may be required to sign a separate access agreement prior to admittance to SUCH facilities THE TERMS OF SUCH SEPARATE ACCESS AGREEMENTS SHALL NOT, HOWEVER, BE DEEMED TO BE INCORPORATED INTO THIS AGREEMENT, NOR SHALL THEY ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER. Furthermore, Seller will furnish a copy is delivered of Addendum C to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the placeeach of its employees, date agents and person(s) subcontractors who perform work or Services on Buyer's premises or facilities or otherwise has access to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole Buyer's classified and CONFIDENTIAL information, networks or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importancesoftware, and will take reasonable steps to assure Buyer that all such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees have read and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.understood Addendum C.
Appears in 2 contracts
Samples: Purchase Agreement (Formfactor Inc), Purchase Agreement (Formfactor Inc)
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this §14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 2 contracts
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 11.1 Each Party agrees that it will not disclose any Proprietary may be given access to Confidential Information of from the other Party in whole or in part, including derivations, order to any third party for a period of three (3) years from the date of disclosure unless the Parties agree perform its obligations under this agreement. A Party’s Confidential Information shall not be deemed to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided include information that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 (a) is or becomes publicly known other than through no wrongful act, fault any act or negligence omission of the receiving Party; or;
26.4.2 (b) was known by in the receiving Party or by any other affiliate or subsidiary of Party’s lawful possession before the receiving Party prior to disclosure, or ;
(c) is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was lawfully disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Partywithout restriction on disclosure; or
26.4.4 (d) is disclosed or used independently developed by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may which independent development can be agreed in writing by the Parties; or
26.4.5 is approved for release shown by written authorization evidence.
11.2 Subject to clause 11.4, each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.
11.3 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the disclosing Party; orterms of this agreement.
26.4.6 is disclosed pursuant 11.4 A Party may disclose Confidential Information to a requirement or request of a governmental agency or disclosure the extent such Confidential Information is required to be disclosed by operation law, by any governmental or other regulatory authority or by a court or other authority of law; or
26.4.7 competent jurisdiction, provided that, to the extent it is furnished legally permitted to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any servicesdo so, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by it gives the other Party will as much notice of such disclosure as possible and, where notice of disclosure is not obligate either prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other Party in relation to enter into any further agreement or negotiation with the othercontent of such disclosure.
26.6 Nothing contained 11.5 Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
11.7 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
11.8 The Supplier reserves the right to reference the Customer as a user of the Services. The Customer grants the Supplier the right to use the Customer’s name and any associated trademarks for the purposes identifying the Customer as a user of the Services on the Supplier’s website and in the Supplier’s promotional or marketing materials. Save for the limited licence granted in this Agreement will be construed clause 11.8, the Supplier shall not acquire any rights in or to the Customer’s name or trademarks, and any goodwill generated by the Supplier’s use of such name or trademarks under this limited licence shall enure to the benefit of the Customer.
11.9 Save as granting to one provided in clause 11.8, no Party a license, either express or implied, under any patent, copyrightshall make, or trademarkpermit any person to make, now or hereafter owned, obtained, controlled, or which is or may be licensable by any public announcement concerning this agreement without the prior written consent of the other PartyParties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
26.7 All publicity regarding 11.10 The above provisions of this Agreement and its Attachments is subject to the Parties’ prior written consentclause 11 shall survive termination of this agreement, however arising.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 2 contracts
Samples: Software as a Service Subscription Terms, Software as a Service Subscription Terms
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s party‟s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ Parties‟ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s Party‟s name, language, pictures, or symbols from which the other Party’s Party‟s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 2 contracts
Samples: Interconnection Agreement, Interconnection Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance 9.1 In connection with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form either Party may disclose to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”its Information. Information disclosed orally will not be considered of a disclosing Party is confidential or proprietary unless such information only if it is reduced to writing clearly marked or otherwise identified by the disclosing Party as being confidential or proprietary, provided that if it is orally or visually disclosed (including Information conveyed to an answering machine, voice mail box or similar medium), the disclosing Party must designate it as confidential or proprietary within 30 days of disclosure. Notwithstanding the foregoing, a disclosing Party is not obligated to mxxx, identify, or so designate, Information that the disclosing Party discloses to or is otherwise obtained by the receiving Party’s employees, contractors, or representatives (i) who are located on the disclosing Party’s premises; (ii) who access the disclosing Party’s systems; or (iii) who otherwise obtain Information in connection with this Agreement, any such Information so disclosed is automatically deemed to be confidential and a copy proprietary. Additionally, the failure to mxxx or designate information as being confidential or proprietary will not waive the confidentiality where it is delivered reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary; any such information so disclosed or obtained is automatically deemed to be confidential and proprietary. Information provided by either Party to the other Party within thirty prior to the Effective Date of this Agreement in connection with the subject matter hereof, including any such Information provided under a separate non-disclosure agreement (30howsoever denominated) business days after such oral disclosureis also subject to the terms of this Agreement. The writing will also state the place, date and person(s) Neither Party has any obligation to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, with respect to any third party for a period of three (3Information that: i) years from at the date time of disclosure unless the Parties agree was already known to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no free of any obligation with respect to any keep it confidential (as evidenced by the receiving Party’s written records prepared prior to such information which:
26.4.1 disclosure), ii) is or becomes publicly known through no wrongful act, fault or negligence act of the receiving Party; or
26.4.2 was known Party (such obligations ceasing at the time such Information becomes publicly known), iii) is lawfully received from a third party, free of any obligation to keep it confidential, iv) is independently developed by the receiving Party or a third party, as evidenced by the receiving Party’s written records, and wherein such development occurred without any direct or indirect use of or access to the Information received from the disclosing Party, or v) the disclosing Party consents in writing to be free of restriction. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties
9.2 With respect to the Information of the disclosing Party, the receiving Party must:
a) hold all such Information in confidence with the same degree of care with which it protects its own Information, but with no less than reasonably prudent care;
b) restrict disclosure of such Information solely to its employees, contractors, and agents with a need to know such Information, advise such persons of their confidentiality obligations under this Agreement with respect to the Information, and ensure that such persons are bound by obligations of confidentiality reasonably comparable to those imposed in this Agreement;
c) use such Information only as needed to perform its obligations under this Agreement;
d) except as necessary under Section 10.01(b)(iii), not copy, distribute, or otherwise use any such Information or allow anyone else to copy, distribute, or otherwise use such Information; and ensure that any and all copies bear the same notices or legends, if any, as the originals; and
e) upon the disclosing Party’s request, promptly return, or destroy all or any requested portion of the Information, including tangible and electronic copies, notes, summaries, extracts, mail or other affiliate communications, and provide written certification within fifteen business days to the disclosing Party that such Information has been returned or subsidiary destroyed, provided that with respect to archival or back-up copies of Information that reside on the receiving Party’s systems, the receiving Party will be deemed to have complied with its obligations under this Section 9.2(b)(v) if it makes reasonable efforts to expunge from such systems, or to permanently render irretrievable, such copies.
9.3 The terms of this License are confidential and may not be disclosed by either Party without the prior written consent of the other Party. Neither WRMT nor GI will issue a press release or otherwise disclose that the two companies are working together without the consent of the other party, provided that consent is not unreasonably withheld from the other party. Nothing in the foregoing, however, shall prohibit a party from making such disclosures to the extent deemed necessary under applicable federal, state or provincial securities laws or any rule or regulation of any securities exchange; in such event, however, the disclosing party shall use good faith efforts to consult with the other party prior to such disclosure. Notwithstanding anything to the contrary in this Agreement, GI understands and acknowledges that information related to the installation, operation, repair, or maintenance of the Deliverables will not be considered confidential or proprietary, and WRMT may disclose any such information for purposes of installing, operating, repairing, replacing, removing, and maintaining the Deliverables. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties
9.4 A receiving Party’s obligations with respect to any particular Information of a disclosing Party remains in effect, for a period of five (5) years after the expiration or termination of this Agreement; provided, however, that with respect to trade secrets of a disclosing Party, the confidentiality obligations of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period shall remain in effect for so long as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on continues to maintain the third party’s rightstrade secrets as such.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 2 contracts
Samples: Exclusive License Agreement (World Technology Corp.), Exclusive License Agreement (World Technology Corp.)
Confidentiality and Publicity. 26.1 9.1. All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”9.2. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for For a period of three (3) years from receipt of Confidential Information, Recipient shall (1) use it only for the date purpose of disclosure unless performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) safeguard it from unauthorized use or Disclosure using no less than the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 9.3. Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by the Parties; or
26.4.5 is approved for release by written authorization law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient agrees to a third party by comply with any protective order that covers the disclosing Party without a similar restriction on the third party’s rightsConfidential Information to be disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions9.4. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This section 9.4 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
9.5. Neither Party shall produce, publish, or distribute any press release, advertisement, or other publicity except as necessary to explain or respond to any public dispute between the Parties in connection with this Agreementagreement. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
9.6. Nothing herein shall be construed as limiting the rights or obligations of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 2 contracts
Samples: Interconnection Agreement, Interconnection Agreement
Confidentiality and Publicity. 26.1 21.1 All confidential or proprietary or confidential information (“Proprietary Information”) disclosed by either Party party during the negotiations and the term of this Agreement will shall be protected by both Parties the parties in accordance with the terms provided herein.
26.2 As used of this Section 21. All information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party is defined by the other Party regarding Act and the above referenced subject matter rules and which is marked proprietary or confidential with regulations of the appropriate owner corporation name, e.g., FCC (“Frontier ProprietaryConfidential Information”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made).
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 21.1.1 For a period of three eight (3) 8) years from receipt of Confidential Information, Recipient shall (i) use it only for the date purpose of disclosure unless performing under this Agreement, (ii) hold it in confidence and disclose it only to employees who have a need to know it in order to perform under this Agreement, and (iii) safeguard it from unauthorized use of Disclosure using no less than the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary with which Recipient safeguards it own Confidential Information. If Recipient wishes to disclose the Discloser’s Confidential Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by agent or consultant in order to perform Recipient’s obligations hereunder, such third party must have executed a written agreement comparable in scope to the disclosing Party without a similar restriction on the third party’s rightsterms of this Section 21.
26.5 Since either 21.1.2 Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (ii) which becomes publicly known or available through no breach of this Agreement by Recipient, (iii) which is rightfully acquired by Recipient free of restrictions on its Disclosure, or (iv) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient agrees to comply with any protective order that covers the Confidential Information to be disclosed.
21.1.3 Each party agrees that Disclosing Party would be irreparably injured by a breach of this Section 21 by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach of this Section 21. Such remedies shall not be exclusive, but shall be in addition to all other remedies available at law or in equity.
21.2 CPNI related to MCIm’s subscribers obtained by virtue of Local Interconnection or any other service provided under this Agreement shall be MCIm’s proprietary information and may choose not be used by BellSouth for any purpose except performance of its obligations under this Agreement, and in connection with such performance, shall be disclosed only to employees with a need to know, unless the MCIm subscriber expressly directs MCIm to disclose such information to BellSouth pursuant to the requirements of Section 222(c)(2) of the Act. In the event such authorization is obtained, BellSouth may use or announce any servicesdisclose only such information as MCIm provides pursuant to such authorization and may not use information that BellSouth has otherwise obtained, products directly or marketing techniques relating indirectly, in connection with its performance under this Agreement. CPNI related to these discussions or BellSouth’s subscribers obtained by virtue of Local Interconnection shall be BellSouth’s proprietary information gained or exchanged during the discussions, both Parties acknowledge that one is and may not responsible or liable be used by MCIm for any business decisions made by purpose except performance of its obligations under this Agreement, and in connection with such performance shall be disclosed only to employees with a need to know, unless the other in reliance upon any disclosures made during any meeting between BellSouth subscriber expressly directs BellSouth to disclose such information to MCIm pursuant to the Parties or in reliance on any results requirements of Section 222(c)(2) of the discussionsAct. The furnishing of Proprietary Information In the event such authorization is obtained, MCIm may use or disclose only such information as BellSouth provides pursuant to one Party by the other Party will such authorization and may not obligate either Party to enter into any further agreement use information that MCIm has otherwise obtained, directly or negotiation indirectly, in connection with the otherits performance under this Agreement.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 21.3 Unless otherwise mutually agreed upon, neither Party will party shall publish or use the other Partyparty’s logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Partyparty’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter.
21.4 Neither party shall produce, publish or indirectly distribute any press release or other publicity referring to the other party or its Affiliates, or announcing the execution or discussing the terms of this AgreementAgreement without prior notice to the other party. In no event shall either party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
21.5 Except as otherwise expressly provided in this Section 21, nothing herein shall be construed as limiting the rights of either party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 2 contracts
Samples: Interconnection Agreement, Interconnection Agreement
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
14.2.1. use Confidential Information only for the purpose of performing under this Agreement,
14.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 2 contracts
Samples: Master Interconnection, Collocation and Resale Agreement, Master Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 All proprietary A. During the course of this Agreement, either party may have or may be provided access to the other's confidential information (“Proprietary Information”) disclosed by either Party and materials. Additionally, Seller may be engaged to develop new information for Buyer, or may develop such information during the negotiations performance of Services, which information will become, upon creation, Buyer's confidential information unless otherwise agreed ix xxxting. Provided information and materials are marked in a manner reasonably intended to make the term recipient aware, or the recipient is sent written notice within forty-eight (48) hours of this Agreement will be protected by both Parties disclosure, that the information and materials are "Confidential", each party agrees to maintain such information in accordance with the terms provided hereinof this Agreement and the CNDA referenced on the signature page of this Agreement and any other applicable separate nondisclosure agreement between Buyer and Seller. At a minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats its own information of a similar nature, until the information becomes rightfully available to the public through no fault of the non-disclosing party. Seller's employees who access Buyer's facilities may be required to sign a separate access agreement prior to admittance to Buyer's facilities. Furthermore, Seller will furnish a copy of Addendum C to each of its employees, agents and subcontractors who perform work or Services on Buyer's premises or facilities or otherwise has access to Buyer's classified and proprietary information, networks or software, and will take reasonable steps to assure Buyer that all such have read and understood Addendum C. Seller shall not use any of the confidential information created for Buyer other than for Buyer.
26.2 As used B. Neither party may use the other party's name in advertisements, news releases, publicity statements, financial statement filings (unless in areas specifically required to meet General Accepted Accounting Principles (GAAP) or Securities Exchange Commission (SEC) filing requirements or disclose the existence of this Agreement, nor any of its details or the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information existence of the other Party in whole or in part, including derivationsrelationship created by this Agreement, to any third party for a period without the specific, written consent of three (3) years from the date other. If disclosure of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information any of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importanceterms hereof is required by applicable law, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Informationrule, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosureregulation, or is compelled by a court or governmental agency, authority, or body:
(i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the content of the Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the disclosing party shall inform the other party at least ten (10) business days in advance of the disclosure; and (iii) the disclosing party shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any time developed by the receiving Party independently of any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure; or
26.4.3 was disclosed . The parties may disclose this Agreement in confidence to their respective legal counsel, accountants, bankers, and financing sources as necessary in connection with obtaining services from such third parties. The obligations stated in this section shall survive the receiving Party by a third party who was free expiration or termination of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightsthis Agreement.
26.5 Since either Party C. Neither party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other party's name or trademarks in reliance upon any disclosures made during any meeting between the Parties advertisements, brochures, banners, letterhead, business cards, reference lists, or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with similar advertisements without the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior 's written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Formfactor Inc), Purchase Agreement (Formfactor Inc)
Confidentiality and Publicity. 26.1 9.1. All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”9.2. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for For a period of three years from receipt of Confidential Information, Recipient shall
(1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 9.3. Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by the Parties; or
26.4.5 is approved for release by written authorization law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient agrees to a third party by comply with any protective order that covers the disclosing Party without a similar restriction on the third party’s rightsConfidential Information to be disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions9.4. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §9.4 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
9.5. Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
9.6. Except as otherwise expressly provided in this Section 9, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 2 contracts
Samples: Interconnection Agreement, Interconnection Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall:
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written.
15.3. Recipient shall have no obligation to safeguard Confidential Information which:
15.3.1. was in the Recipient‟s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. becomes publicly known or available through no breach of this Agreement by Recipient,
15.3.3. is rightfully acquired by Recipient free of restrictions on its Disclosure, recordedor
15.3.4. is independently developed by personnel of Recipient to whom the Disclosing Party‟s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, machine readable a court, or other information provided in tangible form governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, promotion, or any other publicity matter relating directly or indirectly to this Agreement.service,
Appears in 2 contracts
Samples: Interconnection, Collocation and Resale Agreement, Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement; such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 15.3. Recipient shall have no obligation with respect to any such information which:safeguard Confidential Information
26.4.1 is or 15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient,
15.3.3. which is rightfully acquired by Recipient free of restrictions on its disclosure, fault or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or negligence governmental agency, if the Disclosing Party has been notified of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary requirement promptly after Recipient becomes aware of the receiving requirement, and the Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party prior has had reasonable time to disclosure, or is at obtain a protective order. Recipient will comply with any time developed by protective order that covers the receiving Confidential Information to be disclosed.
15.5. Each Party independently of any such disclosure; or
26.4.3 was disclosed to agrees that in the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request event of a governmental agency breach of this Section 15 by Recipient or disclosure is required by operation of law; or
26.4.7 is furnished its representatives, Disclosing Party shall be entitled to a third party by the disclosing Party without a similar restriction on the third party’s rightsequitable relief, including injunctive relief and specific performance. Such remedies shall not be exclusive, but shall be in addition to all other remedies available at law or in equity.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 2 contracts
Samples: Interconnection Agreement, Interconnection Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during This Confidentiality and Publicity provision shall supersede in its entirety the negotiations and Mutual Non-Disclosure Agreement between the term of this Agreement Parties dated April 7, 2017. The Parties will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other making certain general business information provided in tangible form to one Party and know-how that is not generally known by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered public available to the other Party, or a Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) may have access to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Confidential Information of the other Party orally and/or in whole writing. “Confidential Information” shall include, without limitation, any intellectual property, trade secrets, technical information, training materials, control documents, workflows and relevant documentation, materials, data, any other secret, sensitive or confidential material related to the business generally, business technology, business strategies, accounting, financial information, contracts, agreements, files, records, documents, techniques, expertise, marketing concepts, diagrams or concepts relating to product plans or designs, products, product specifications, systems, software code, formulae, practices, processes, customers, projects or information of any type whatsoever, in partwhatever form or media, whether or not marked as “confidential” or “proprietary,” of a Party that is disclosed to or becomes known by the other Party, including derivations, to any third party for a period of three (3) years from all the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information records of the other disclosing Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importancecreated, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Informationaccessed, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is viewed, learned or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known obtained by the receiving Party pursuant to this Agreement and the transactions contemplated hereby and which is not generally known to the public or by throughout the trade, or which could reasonably be expected to be valuable to the disclosing Party or its Affiliates or a competitor of any other affiliate or subsidiary of the receiving disclosing Party prior or its Affiliates. Confidential Information shall also include the terms of this Agreement. For purposes of clarification only and in no way intending to disclosurelimit or otherwise revise the obligations in this Section, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was these obligations apply to Confidential Information disclosed to the receiving other Party by a third party who was free pursuant to this Agreement and the transactions contemplated hereby prior to the Effective Date. The Parties agree to refrain at all times from disclosing the other Party’s Confidential Information to others or from using any such Confidential Information except for the benefit of obligations the disclosing Party. The Parties further agree to refrain from any other acts that could tend to destroy the value of confidentiality the Confidential Information to the disclosing Party; or
26.4.4 is disclosed or used by . Without in any way intending to limit the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between forgoing the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.shall:
Appears in 2 contracts
Samples: Supply Agreement (ChromaDex Corp.), Supply Agreement (ChromaDex Corp.)
Confidentiality and Publicity. 26.1 10.1 All information of a proprietary or confidential information nature disclosed by one Party to the other or developed by the other Party under this Agreement (“Proprietary Confidential Information”) shall be maintained in confidence, not disclosed by either Party during to any Third Party, and used only for the negotiations and the term purposes of this Agreement. Each Party may disclose the other Party’s Confidential Information to Affiliated Companies, agents, legal and financial representatives, or consultants under obligations of confidentiality, non-disclosure and non-use at least equivalent to the obligations set forth in this Article. The obligations of confidentiality, non-disclosure and non-use set forth in this Agreement will be protected shall expire five (5) years after the date of termination or expiration of this Agreement.
10.2 The obligations of confidentiality, non-disclosure and non-use set forth shall not apply to information: (a) that was previously known to the receiving Party or any of its Affiliated Companies free of restriction as evidenced by both Parties the records of such Party; (b) that is or becomes generally available to the public through no fault of the receiving Party; (c) that is acquired in good faith by the receiving Party or any of its Affiliated Companies from a Third Party not under an obligation of secrecy to the disclosing Party with respect to such information; or (d) that is independently developed by employees or agents of the receiving Party or any of the Affiliated Companies without reliance on Confidential Information disclosed under this Agreement.
10.3 Notwithstanding the obligations of confidentiality, non-disclosure, and non-use set forth herein, a Party may:
(a) disclose Confidential Information to a regulatory agency that is necessary to obtain regulatory approval in a particular jurisdiction or as otherwise required by law or judicial process;
(b) disclose Confidential Information to a government official or agency if the disclosure is necessary to protect the health and safety of a Party’s workers or the public or as required by law or for defending, enforcing, or prosecuting patent applications and patents; and
(c) disclose Confidential Information reasonably required in connection with the development, manufacture, use, sale, external testing, or marketing of Products in the Territory in accordance with the terms provided hereinof this Agreement.
26.2 As used 10.4 Except as set forth in this section, neither Party shall disclose the nature or existence of this Agreement to any Third Party, or the relationship between the parties hereunder, without the prior written consent of the other Party, except that each Party shall be permitted, without the prior permission of the other Party, to disclose the existence of this Agreement and the nature of the licenses granted hereunder as required by law or judicial process and to its accountants and attorneys. PHARMATOP shall be permitted, without the prior permission of BMS, to disclose the existence of this Agreement and the nature of the licenses granted hereunder on a confidential basis to a) potential licensees pursuant the provisions of section 3.1, but not other terms and conditions; and b) as to the terms of this Agreement, its existing or potential investors and commercial bankers. BMS shall be permitted, without the term “Proprietary Information” will mean writtenprior permission of PHARMATOP, recordedto disclose the existence and terms of this Agreement on a confidential basis to potential sublicensees, machine readable copromotion partners, merger and acquisition candidates and collaborators.
10.5 The provisions of this Article shall govern the exchange of Confidential Information between the parties on or other information provided in tangible form to one Party by after the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosureexecution of this Agreement. The writing will also state the place, date rights and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization this Article shall survive termination of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 2 contracts
Samples: License Agreement (Cadence Pharmaceuticals Inc), License Agreement (Cadence Pharmaceuticals Inc)
Confidentiality and Publicity. 26.1 12.1. All information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary or confidential to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (collectively “Confidential Information” and/or “Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in 12.2. During the Term of this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years year thereafter, Recipient shall
12.2.1. use it only for the purpose of performing under this Agreement,
12.2.2. hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
12.2.3. safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information Confidential Information.
12.3. Recipient shall have no obligation to safeguard Confidential Information
12.3.1. which was in the Recipient’s possession free of like importancerestriction prior to its receipt from Disclosing Party,
12.3.2. which becomes publicly known or available through no breach of this Agreement by Recipient,
12.3.3. which is rightfully acquired by Recipient free of restrictions on its Disclosure, or
12.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
12.4. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such degree of care will be reasonably calculated information until Disclosing Party has had reasonable time to prevent such inadvertent disclosure;
26.3.2 it limits access obtain a protective order or other relief. Recipient agrees to such Proprietary comply with any protective order that covers the Confidential Information to its employees and agents who are directly involved be disclosed.
12.5. Each Party agrees that in the consideration event of the a breach of this §12 by Recipient or its representatives or agents, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not be exclusive, but shall be in addition to all other remedies available at law or in equity.
12.6. CPNI related to KMC’s subscribers obtained by virtue of Local Interconnection or any other service provided under this Agreement shall be KMC’s Proprietary Information and informs its employees and agents who have access to such Proprietary Information may not be used by Sprint for any purpose except performance of its duty not obligations under this Agreement, and in connection with such performance, shall be disclosed only to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Informationemployees with a need to know, it will endeavor unless the KMC subscriber expressly directs KMC to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any disclose such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence to Sprint pursuant to the requirements of Section 222(c)(2) of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by Act. If Sprint seeks and obtains written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not approval to use or announce any servicesdisclose such CPNI from KMC’s subscribers, products such approval shall be obtained only in compliance with Section 222(c)(2) of the Act and, in the event such authorization is obtained, Sprint may use or marketing techniques relating disclose only such information as KMC provides pursuant to these discussions such authorization and may not use information that Sprint has otherwise obtained, directly or information gained or exchanged during the discussionsindirectly, both Parties acknowledge that one is in connection with its performance under this Agreement. CPNI related to Sprint’s subscribers obtained by virtue of Local Interconnection shall be Sprint’s Proprietary Information and may not responsible or liable be used by KMC for any business decisions made by purpose except performance of its obligations under this Agreement, and in connection with such performance shall be disclosed only to employees with a need to know, unless the other in reliance upon any disclosures made during any meeting between Sprint subscriber expressly directs Sprint to disclose such information to KMC pursuant to the Parties or in reliance on any results requirements of Section 222(c)(2) of the discussionsAct. The furnishing If KMC seeks and obtains written approval to use or disclose such CPNI from Sprint’s subscribers, such approval shall be obtained only in compliance with Section 222(c)(2) of Proprietary Information the Act and, in the event such authorization is obtained, KMC may use or disclose only such information as Sprint provides pursuant to one Party by the other Party will such authorization and may not obligate either Party to enter into any further agreement use information that KMC has otherwise obtained, directly or negotiation indirectly, in connection with the otherits performance under this Agreement.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 12.7. Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §0 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
12.8. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party, except to the extent that the information being distributed is public information. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
12.9. Except as otherwise expressly provided in this §12, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation §222 of the Act.
Appears in 2 contracts
Samples: Master Interconnection, Collocation and Resale Agreement, Master Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 10.1 All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 10.2 For a period of three years from receipt of Confidential Information, Recipient shall (1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 10.3 Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by law, a court, or governmental agency, if the Parties; or
26.4.5 is approved for release by written authorization Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient will comply with any protective order that covers the Confidential Information to a third party by the disclosing Party without a similar restriction on the third party’s rightsbe disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 10.4 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service mark, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §section 0 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
10.5 Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
10.6 Except as otherwise expressly provided in this Section 0, nothing in this Agreement limits the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 2 contracts
Samples: Interconnection Agreement, Interconnection Agreement
Confidentiality and Publicity. 26.1 All proprietary 11.1 Each party shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or confidential information (“Proprietary Information”) disclosed by either Party during obtained as a result of the negotiations relationship of the parties under the Agreement and shall not use nor disclose the term same save for the purposes of this the proper performance of the Agreement will be protected by both Parties in accordance or with the terms provided hereinprior written consent of the other party.
26.2 As used 11.2 Confidential Information may only be disclosed on a need-to-know basis to a party's:
11.2.1 legal advisors in order to advise it on its rights or obligations under the Agreement;
11.2.2 employees, consultants, agents, and/or subcontractors, provided that disclosure is made solely for the purpose of performing its obligations or exercising its rights under the Agreement, and
11.2.3 provided in each case that such disclosure is subject to obligations equivalent to those set out in the Agreement and each party shall procure that any person to whom Confidential Information is disclosed complies with such obligations. Each party shall continue to be responsible to the other party in respect of any disclosure or use of the disclosing party's Confidential Information by a person to whom disclosure is made by the receiving party.
11.3 The obligations of confidentiality in this AgreementClause 11 shall not extend to any information which the receiving party can show to the reasonable satisfaction of the disclosing party:
11.3.1 is in, or has become part of, the term “Proprietary Information” will mean written, recorded, machine readable or public domain other information provided than as a result of a breach of the obligations of confidentiality under the Agreement;
11.3.2 was in tangible form its written records prior to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing disclosure by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosureparty;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 11.3.3 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party it by a third party who was free of obligations of confidentiality entitled to disclose the disclosing Partysame; or
26.4.4 11.3.4 is required to be disclosed under any Applicable Law, or by order of a court or governmental body or authority of competent jurisdiction, provided that such information is disclosed only to the extent actually required by law and prior to such disclosure the receiving party gives the disclosing party such prior notice that it is reasonably able to give in order to give
11.4 Without prejudice to any other rights or used remedies that the disclosing party may have, the receiving party acknowledges and agrees that damages alone may not be an adequate remedy for any breach by the receiving Partyparty of this Clause 11. Accordingly, not less than three (3) years following its initial disclosure the disclosing party shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or such other nondisclosure period as may be agreed in writing by equitable relief for any threatened or actual breach of this Clause 11.
11.5 Neither party shall make any announcement or otherwise publicise the Parties; or
26.4.5 is approved for release by written authorization existence of or disclose to any person the terms of the disclosing Party; or
26.4.6 is disclosed pursuant Agreement without the prior written consent of the other party. The Customer agrees that the Company shall be entitled to refer in public to it being a requirement service provider of the Customer but shall not disclose the nature of such services without the Customer's consent, such consent not to be unreasonably withheld or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightsdelayed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results 11.6 The obligations under this Clause 11 shall survive termination of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed 10.1 Except as permitted by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreementclause 10.2, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by each party shall keep the other Party regarding the above referenced subject matter party’s Confidential Information confidential and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Confidential Information of the other Party in whole or in part, including derivations, to any third party person or use the Confidential Information for any purpose other than to perform this Agreement.
10.2 Notwithstanding clause 10.1, a period recipient of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Confidential Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary may disclose any Confidential Information as it uses for its own proprietary information of like importanceif, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Partyextent that, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation law (including under the Official Information Act 1982 and the Health and Safety at Work Act 2015) or any governmental authority, regulator, or parliamentary convention, provided that the disclosing party gives the other party notice of the requirement as soon as practicable before such disclosure is made, and gives the other party copies of any such information to be disclosed.
10.3 Each party will ensure that its personnel:
(a) are aware of the confidentiality obligations in this Agreement; and
(b) do not use or disclose any of the other party’s Confidential Information except as allowed by this Agreement.
10.4 Subject to clause 10.5 and except as required by law; or
26.4.7 is furnished , a party shall make no announcement or disclosure relating to a third party the contents of this Agreement or the Project except as agreed by the disclosing Party without a similar restriction on parties in advance (such approval not to be unreasonably withheld or delayed).
10.5 Either party may publish the third results and findings arising from the Project in such manner and media as it thinks fit, provided that the party obtains the other party’s rightsprior written approval to any such publication (such approval not to be unreasonably withheld).
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge 10.6 The Recipient acknowledges that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments EECA is subject to the Parties’ prior written consentOfficial Information Act 1982 and may be required to disclose information pursuant to that Act. The Recipient should mark any commercially sensitive information as "Commercial: In Confidence" if the Recipient wishes to protect specific commercial information. However, EECA does not guarantee that such marked information will be protected from disclosure. The Recipient will immediately forward to EECA any request for information in relation to this Agreement received by the Recipient.
26.8 Unless otherwise 10.7 The Recipient will notify EECA of any actual or anticipated issues, including but not limited to health and safety events or investigations by a regulator that could impact on the Project agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to under this Agreement.
Appears in 1 contract
Samples: Funding Agreements for Ev Chargers
Confidentiality and Publicity. 26.1 10.1 All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 10.2 For a period of three years from receipt of Confidential Information, Recipient shall (1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 10.3 Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by law, a court, or governmental agency, if the Parties; or
26.4.5 is approved for release by written authorization Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient will comply with any protective order that covers the Confidential Information to a third party by the disclosing Party without a similar restriction on the third party’s rightsbe disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 10.4 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §section 0 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
10.5 Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
10.6 Except as otherwise expressly provided in this Section 0, nothing in this Agreement limits the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 12.1 All confidential or proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will shall be protected by both the Parties in accordance with the terms provided herein.
26.2 As used of this Section 12. All information which is disclosed by one party ("Disclosing Party") to the other ("Recipient") in connection with this Agreement, or acquired in the term “course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and "CPNI", and the rules and regulations of the FCC ("Confidential and/or Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made").
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 12.1.1 For a period of three (3) years from receipt of Confidential Information, Recipient shall (i) use it only for the date purpose of disclosure unless performing under this Agreement, (ii) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (iii) safeguard it from unauthorized use or Disclosure using no less than the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 12.1.2 Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (i) which was in the Recipient's possession free of restriction prior to its receipt from Disclosing Party, (ii) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault (iii) which is rightfully acquired by Recipient free of restrictions on its Disclosure, or negligence (iv) which is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary requirement promptly after Recipient becomes aware of the receiving requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party prior has had reasonable time to disclosureobtain a protective order. Recipient agrees to comply with any protective order that covers the Confidential Information to be disclosed.
12.1.3 Each Party agrees that Disclosing Party would be irreparably injured by a breach of this Section 12 by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, or is at any time developed by including injunctive relief and specific performance, in the receiving Party independently event of any such disclosure; or
26.4.3 was disclosed breach of this Section 12. Such remedies shall not be exclusive, but shall be in addition to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed all other remedies available at law or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightsequity.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 12.2 Unless otherwise mutually agreed upon, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, or symbols or words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This paragraph 12.3 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
12.3 Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party's prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
12.4 Except as otherwise expressly provided in this Section 12, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Samples: Master Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 26.1. All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided hereinof this Section 26.
26.2 26.2. As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier “ Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business calendar days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 26.3. Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 26.3.1. each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 26.3.2. it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 26.3.3. upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 26.4. Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 26.4.1. is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 26.4.2. was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 26.4.3. was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 26.4.4. is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 26.4.5. is approved for release by written authorization of the disclosing Party; or
26.4.6 26.4.6. is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 26.4.7. is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 26.5. Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 26.6. Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 26.7. All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 26.8. Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Confidentiality and Publicity. 26.1 13.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information Rev. 06-05-01 20 in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
13.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
13.2.1. use it only for the purpose of performing under this Agreement,
13.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
13.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
13.3. Recipient shall have no obligation to safeguard Confidential Information
13.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
13.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
13.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
13.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
13.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 13.5. Each Party agrees that it will in the event of a breach of this Article 13 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions13.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, Rev. 06-05-01 21 except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This § 13.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
13.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
13.8. Except as otherwise expressly provided in this Article 13, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation § 222 of the Act.
Appears in 1 contract
Confidentiality and Publicity. 26.1 All proprietary 10.1 The parties respectively acknowledge the importance of the Confidential Information to each other and, where applicable, third party proprietors of such information, and recognise that the disclosing party and/or third party proprietors may suffer irreparable harm or confidential loss in the event of such information (“Proprietary Information”) being disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties or used otherwise than in accordance with the terms provided hereinthis Agreement.
26.2 As used in 10.2 The receiving party agrees and undertakes
10.2.1 except as permitted by this Agreement, not to disclose any Confidential Information in any manner, for any reason or purpose whatsoever without the term prior written consent of the disclosing party and provided that in the event of the Confidential Information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party;
10.2.2 except as permitted by this Agreement, not to utilise, employ, exploit, or use any Confidential Information for personal reward or benefit or otherwise, or for the benefit of and member of its Staff, or any other person whatsoever otherwise than for the purpose of this Agreement, without the prior written consent of the disclosing party and provided that in the event of the Confidential Information being proprietary to a third party, it shall also be incumbent on the receiving party to obtain the consent of such third party;
10.2.3 to restrict the dissemination of the Confidential Information to only those of its Staff who are actively involved in activities for which use of Confidential Information is authorised and then only on a “Proprietary Informationneed to know” will mean writtenbasis and the receiving party shall initiate, recordedmaintain and monitor internal security procedures reasonably acceptable to the disclosing party to prevent unauthorised disclosure by its Staff;
10.2.4 to take all practical steps, machine readable both before and after disclosure, to impress upon its Staff who are given access to Confidential Information the secret and confidential nature thereof;
10.2.5 that the authorised disclosure of Confidential Information to a third party may cause irreparable loss, harm and damage to the disclosing party. Accordingly, the receiving party indemnifies and holds the disclosing party harmless against all and any loss, actions, claims, harm or other information provided in tangible form damage of whatever nature, but excluding any indirect or consequential loss or damage, suffered by disclosing party pursuant to one Party a breach by the other Party regarding receiving party of the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. provisions of this Agreement.
10.3 All Confidential Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered party to receiving party or which otherwise comes to the other Party within thirty (30) business days after knowledge of the disclosing party, is acknowledged by the disclosing party-
10.3.1 to be proprietary to the receiving party or where applicable, the relevant third party proprietor; and
10.3.2 not to confer any rights of whatsoever nature in such oral disclosureConfidential Information on the receiving party.
10.4 The receiving party shall protect the Confidential Information in the manner, and with the endeavour, of a reasonable person protecting their own Confidential Information. In no event shall the receiving party use less than reasonable efforts to protect the confidentiality of the Confidential Information.
10.5 The disclosing party may at any time on written request to the receiving party, require that the receiving party immediately return to the disclosing party any Confidential Information and may, in addition, require that the receiving party furnish a written statement to the effect that upon such return, it has not retained in its possession or under its control, either directly or indirectly, any such Confidential Information or material. Alternatively, the receiving party shall, as and when required by the disclosing party on written request to the receiving party, destroy all such Confidential Information and material and furnish the disclosing party with a written statement to the effect that the same has been destroyed. The writing will also state the place, date and person(sreceiving party shall comply with any request in terms of this clause within 7 (seven) to whom disclosure was madedays of receipt of such request.
26.3 Each Party agrees 10.6 The receiving party shall procure that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents their Staff who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor give a written undertaking in favour of the disclosing party in regard to prevent any further inadvertent disclosurethe Confidential Information on substantially the same terms and conditions contained within this Agreement in a form prescribed by the disclosing party. The disclosing party shall be entitled to deny a Staff member access to Confidential Information, should the disclosing party not be in receipt of a signed undertaking from such member on such terms and conditions as determined by the disclosing party. The disclosing party’s failure to obtain receipt of the undertaking referred to in this clause shall in no way detract from the receiving party’s obligations in terms of this Agreement.
26.4 Information will 10.7 The Parties record that this clause shall not be deemed proprietary and applicable where the receiving Party will have no obligation with respect party discloses Confidential Information to any its attorneys or auditors, provided that such information which:disclosure is reasonably required by The receiving party for the purposes of conducting its business activities.
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of 10.8 In the event that the receiving Party; or
26.4.2 was known by party is required to disclose the Confidential Information pursuant to an order of court of competent jurisdiction, the receiving Party or by any other affiliate or subsidiary of party –
10.8.1 will advise the receiving Party disclosing party thereof prior to disclosure, or is at any time developed by if possible;
10.8.2 will take such steps to limit the receiving Party independently extent of the disclosure to the extent that it lawfully and reasonably practically can;
10.8.3 will afford the disclosing party a reasonable opportunity, if possible, to intervene in the proceedings; and
10.8.4 will comply with the disclosing party’s requests as to the manner and terms of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.;
Appears in 1 contract
Samples: Contract Brewing Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed 10.1 Except as permitted by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreementclause 10.2, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by each party shall keep the other Party regarding the above referenced subject matter party’s Confidential Information confidential and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Confidential Information of the other Party in whole or in part, including derivations, to any third party person or use the Confidential Information for any purpose other than to perform this Agreement.
10.2 Notwithstanding clause 10.1, a period recipient of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Confidential Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary may disclose any Confidential Information as it uses for its own proprietary information of like importanceif, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Partyextent that, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation law (including under the Official Information Act 1982 and the Health and Safety at Work Act 2015) or any governmental authority, regulator, or parliamentary convention, provided that the disclosing party gives the other party notice of the requirement as soon as practicable before such disclosure is made, and gives the other party copies of any such information to be disclosed.
10.3 Each party will ensure that its personnel:
(a) are aware of the confidentiality obligations in this Agreement; and
(b) do not use or disclose any of the other party’s Confidential Information except as allowed by this Agreement.
10.4 Subject to clause 10.5 and except as required by law; or
26.4.7 is furnished , a party shall make no announcement or disclosure relating to a third party the contents of this Agreement except as agreed by the disclosing Party without a similar restriction on parties in advance (such approval not to be unreasonably withheld or delayed).
10.5 Either party may publish the third results and findings arising from the Project in such manner and media as it thinks fit, provided that the party obtains the other party’s rightsprior written approval to any such publication (such approval not to be unreasonably withheld).
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge 10.6 The Recipient acknowledges that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments EECA is subject to the Parties’ prior written consentOfficial Information Act 1982 and may be required to disclose information pursuant to that Act. The Recipient should mark any commercially sensitive information as "Commercial: In Confidence" if the Recipient wishes to protect specific commercial information. However, EECA does not guarantee that such marked information will be protected from disclosure. The Recipient will immediately forward to EECA any request for information made under the Official Information Act 1982 received by the Recipient.
26.8 Unless otherwise 10.7 The Recipient will notify EECA of any actual or anticipated issues, including but not limited to health and safety events or investigations by the regulator, which could receive media attention or significantly impact on a Project agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to under this Agreement.
10.8 This clause survives termination of this Agreement.
Appears in 1 contract
Samples: Project Funding Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information 15.1 This clause 15 applies to Confidential Information disclosed by one party (“Proprietary Informationthe Disclosing Party”) disclosed by either to the other (“the Receiving Party”) under or in connection with this Agreement.
15.2 The Receiving Party during shall only use the negotiations and Confidential Information solely for the term purposes of this Agreement will be protected by both Parties performing its obligations in accordance with the terms provided hereinof this Agreement.
26.2 As used 15.3 The Receiving Party will exercise in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered relation to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date Disclosing Party’s Confidential Information a reasonable and person(s) to whom disclosure was madeappropriate degree of care and protection.
26.3 Each 15.4 The Receiving Party agrees that it will undertakes not to disclose any Proprietary Information of the other Party in whole or in part, including derivations, Disclosing Party’s Confidential Information to any third party except that it may disclose such Confidential Information to its employees, professional advisors, agents or sub-contractors but only to the extent necessary for the performance of its obligations under this Agreement. The Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.
15.5 Notwithstanding clause 15.4, the Receiving Party may disclose any Confidential Information to any regulator, law enforcement agency or other third party if required to do so by Applicable Law.
15.6 The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a period request to that effect and, in any event, upon termination or expiry of three this Agreement.
15.7 Without prejudice to any other rights or remedies that either party may be entitled to, the parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both Parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.
15.8 The provisions of this clause 15 are of indefinite duration but shall not apply to any Confidential Information:
15.8.1 to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Receiving Party;
15.8.2 which the Receiving Party can show by its written records was in its possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or
15.8.3 has been independently developed by the Receiving Party without use of the Confidential Information.
15.9 No publicity or advertising shall be released by the Supplier in connection with the subject matter of this Agreement without the prior written approval of DCC, which shall not unreasonably be withheld or delayed.
15.10 Notwithstanding anything else to the contrary in the Agreement:-
15.10.1 if the DCC receives a request for information from a Regulatory Body (3including the Secretary of State (as applicable)) years from under condition 29 of the DCC Licence (each, an "Information Request"), the Supplier acknowledges that the DCC may be obliged to disclose Supplier's Confidential Information under the requirements of the relevant Information Request provided that if and to the extent that it is practicable and lawful for it to do so, DCC shall give prompt notice to the Supplier prior to the required disclosure and shall cooperate with the Supplier regarding the form, nature, content and purpose of such disclosure or any action which Supplier may reasonably take to challenge the validity or extent of such disclosure obligation. The DCC shall be responsible for determining in its absolute discretion whether any Supplier's Confidential Information is required to be disclosed to a Regulatory Body and/or the Secretary of State in accordance with the relevant Information Request. The Supplier shall cooperate with each and every Information Request;
15.10.2 DCC may share the Supplier’s Confidential Information (but not Commercially Sensitive Information) with a DCC Connected Person to the extent necessary for (i) DCC or a DCC Connected Person to receive the benefit of the Services; (ii) DCC to receive the benefit of services to be delivered to it by a DCC Connected Person; or (iii) otherwise to give effect to this Agreement and the rights and obligations contained within it. Such disclosure shall be made subject to appropriate confidentiality obligations on the party to whom disclosure is made.
15.11 The terms of this clause 15 shall supersede and replace any non-disclosure agreement entered into between the parties prior to the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Supplier Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during 20.1 The provisions of the negotiations and the term Framework NDA shall be integral part of this Agreement will and its terms and conditions shall apply mutandis mutatis in this Agreement (except for clause 4 (Term), clause 7 (Warranty and Liability), clause 8 (Choice of Law and Arbitration) of the Framework NDA and the ICA). Such provisions under the Framework NDA shall remain in full force [***] or [***], whichever occurs later (“Confidentiality Period”).
20.2 Electronic files provided by the providing Party or WeRide’s Affiliates/other Bosch Group Companies for use and compile of such Party or WeRide’s Affiliates/other Bosch Group Companies or other electronically stored Confidential Information shall be protected by both Parties stored on a storable memory medium after the execution of Final Acceptance Certificate and the memory medium shall be handed over to the providing Party or WeRide’s Affiliates/other Bosch Group Companies within [***] Business Days upon request of the providing Party. Insofar as the Confidential Information is necessary to allow Bosch to Use WeRide Background IP, to integrate, operate and develop Bosch Foreground IP, and to make full use of the Deliverables, the receiving Party or WeRide’s Affiliates/other Bosch Group Companies may retain the required number of copies. Notwithstanding the foregoing, Bosch may retain copies of Confidential Information related to WeRide Background IP only to the extent that Bosch is continuously granted license of WeRide Background IP in accordance with relevant clauses of this Agreement. Confidential Information not required for the terms provided hereinpermitted purpose shall be deleted from the processing system of the receiving Party or WeRide’s Affiliates/other Bosch Group Companies within [***] Business Days upon request of the providing Party or WeRide’s Affiliates/other Bosch Group Companies.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one 20.3 Each Party by shall notify the other Party regarding the above referenced subject matter and which is marked proprietary or confidential if any of its staff connected with the appropriate owner corporation name, e.g., “Frontier Proprietary”. provision or receipt of the Confidential Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party becomes aware of any unauthorized disclosure of any Confidential Information and a copy is delivered shall afford reasonable assistance to the other Party within thirty (30) business days after if so requested by such oral disclosure. The writing will also state the placeother Party, date and person(s) at that other Party’s reasonable cost, in connection with any enforcement proceedings which that other Party may elect to whom disclosure was madebring against any natural person or Legal Person.
26.3 Each Party agrees that it will not disclose 20.4 Any public referencing, marketing or advertising by a Party, WeRide’s Affiliates or other Bosch Group Companies using the contractual relationship or the subject matter of this Agreement and any Proprietary Information disclosure of information thereon as well as taking photographs on land or building sites or on or in premises of the other Party in whole Party, WeRide’s Affiliates or in part, including derivations, to other Bosch Group Companies and any third party for a period respective publications of three (3) years from the date of disclosure any kind are prohibited unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:has given its consent to such public referencing, marketing or advertising, using and/or disclosure in writing in advance, except that both Parties, WeRide’s Affiliates and/or other Bosch Group Companies may disclose to its customers that the Parties have entered into cooperation in automated driving business and provide the approximate starting time of such cooperation.
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for 20.5 WeRide shall and shall ensure its own proprietary information of like importanceAffiliates, and Bosch shall and shall ensure other Bosch Group Companies to structure the organization of the processes and measures it is responsible for in such degree a way that they comply with the technical requirements according to the respective status of care will be reasonably calculated technology imposed to prevent such inadvertent disclosure;
26.3.2 it limits uphold the confidentiality of Confidential Information. In this respect WeRide shall and shall ensure its Affiliates, and Bosch shall and shall ensure other Bosch Group Companies to, within its sphere of responsibility, take the respective technical and organizational measures and ensure, in particular, that any unauthorized access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent especially against unlawful taking, loss, manipulation, damage or any further inadvertent disclosureform of duplication, is prevented by technical means.
26.4 Information will not be deemed proprietary 20.6 The confidentiality and the receiving Party will have no publicity obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in under this Agreement will be construed as granting shall continue to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by apply for the other PartyConfidentiality Period.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Cooperation Agreement (WeRide Inc.)
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
14.2.1. use Confidential Information only for the purpose of performing under this Agreement,
14.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 13.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
13.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
13.2.1. use it only for the purpose of performing under this Agreement,
13.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
13.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
13.3. Recipient shall have no obligation to safeguard Confidential Information
13.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
13.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
13.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
13.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
13.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 13.5. Each Party agrees that it will in the event of a breach of this § 13 by Recipient or its representatives, Disclosing Party, upon the showing required by law, may be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions13.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This § 13.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
13.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
13.8. Except as otherwise expressly provided in this § 13, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation § 222 of the Act.
Appears in 1 contract
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this §14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §14.56 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
14.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
14.8. Except as otherwise expressly provided in this §14, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation § 222 of the Act.
Appears in 1 contract
Samples: Master Resale Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed 10.1 Except as permitted by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreementclause 10.2, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by each party shall keep the other Party regarding the above referenced subject matter party’s Confidential Information confidential and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Confidential Information of the other Party in whole or in part, including derivations, to any third party person or use the Confidential Information for any purpose other than to perform this Agreement.
10.2 Notwithstanding clause 10.1, a period recipient of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Confidential Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary may disclose any Confidential Information as it uses for its own proprietary information of like importanceif, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Partyextent that, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation law (including under the Local Government Official Information and Meetings Act 1987 and the Health and Safety at Work Act 2015) or any governmental authority, regulator, or parliamentary convention, provided that the disclosing party gives the other party notice of the requirement as soon as practicable before such disclosure is made, and gives the other party copies of any such information to be disclosed.
10.3 Each party will ensure that its personnel:
(a) are aware of the confidentiality obligations in this Agreement; and
(b) do not use or disclose any of the other party’s Confidential Information except as allowed by this Agreement.
10.4 Subject to clause 10.5 and except as required by law; or
26.4.7 is furnished , a party shall make no announcement or disclosure relating to a third party the contents of this Agreement except as agreed by the disclosing Party without a similar restriction on parties in advance (such approval not to be unreasonably withheld or delayed).
10.5 Either party may publish the third results and findings arising from the Project in such manner and media as it thinks fit, provided that the party obtains the other party’s rightsprior written approval to any such publication (such approval not to be unreasonably withheld).
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge 10.6 The Recipient acknowledges that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments HCC is subject to the Parties’ prior written consentLocal Government Official Information and Meetings Act 1987 and may be required to disclose information pursuant to that Act. The Recipient should mark any commercially sensitive information as "Commercial: In Confidence" if the Recipient wishes to protect specific commercial information. However, HCC does not guarantee that such marked information will be protected from disclosure. The Recipient will immediately forward to HCC any request for information made under the Local Government Official Information and Meetings Act 1987 received by the Recipient.
26.8 Unless otherwise 10.7 The Recipient will notify HCC of any actual or anticipated issues, including but not limited to health and safety events or investigations by the regulator, which could receive media attention or significantly impact on a Project agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to under this Agreement.
10.8 This clause survives termination of this Agreement.
Appears in 1 contract
Samples: Funding Agreement
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
14.2.1. use Confidential Information only for the purpose of performing under this Agreement,
14.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know Confidential Information in order to perform under this Agreement, and
14.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Samples: Master Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 11.1. All information which is disclosed by one party ("Disclosing Party") to the other ("Recipient") in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary or confidential to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“"Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ").
11.2. During the term of this Agreement will be protected by both Parties in accordance with Agreement, and for a period of one (1) year thereafter, Recipient shall (i) use it only for the terms provided herein.
26.2 As used in purpose of performing under this Agreement, (ii) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (iii) safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written.
11.3. Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Recipient's possession free of restriction prior to its receipt from Disclosing Party, recorded(ii) which becomes publicly known or available through no breach of this Agreement by Recipient, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and (iii) which is marked proprietary rightly acquired by Recipient free of restrictions on its Disclosure or, (iv) which is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 11.4. Each Party agrees that it will Disclosing Party would be irreparably injured by a breach of this Article 11 by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach of this Article 11. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions11.5. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This (S)
Appears in 1 contract
Samples: Master Interconnection and Resale Agreement (Pac-West Telecomm Inc)
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall:
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written.
15.3. Recipient shall have no obligation to safeguard Confidential Information which:
15.3.1. was in the Recipient‟s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. becomes publicly known or available through no breach of this Agreement by Recipient,
15.3.3. is rightfully acquired by Recipient free of restrictions on its Disclosure, recordedor
15.3.4. is independently developed by personnel of Recipient to whom the Disclosing Party‟s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, machine readable a court, or other information provided in tangible form governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 10.1 Each Party agrees that it will shall treat as confidential and shall not disclose any Proprietary Information of the other Party in whole or in part, including derivations, transmit to any third party for a period of three (3a) years from the date of disclosure unless the Parties agree to modify information provided under this Agreement and b) the terms and conditions of this Agreement (together hereinafter referred to provide for a different nondisclosure period for specific materialsas “Confidential Information”). Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Such Confidential Information of shall not include information that, at the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information time of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or a) is at any time generally available to the public without this Agreement having been breached; b) can be proven, with written documentation, to have been independently developed by the receiving Party independently without use of any such disclosurethe Confidential Information; or
26.4.3 was c) is disclosed to the receiving Party by a third party who was free of obligations having no obligation of confidentiality with respect thereto, or already was in possession of the receiving Party at the time of the disclosure to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3in which cases the burden of proof lies with the receiving Party; or d) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is was approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either in advance in writing or by fax. STOXX LTD. – VERSION 3.0 – MAY 2018 7/15 MASTER INDEX LICENSE AGREEMENT
10.2 Each Party shall be entitled to disclose Confidential Information on a need-to-know basis to its and its affiliates’ employees, agents, independent contractors and advisors, provided that they are bound by provisions of confidentiality at least equivalent to the provisions of this Article 10 or professional secrecy obligations. A Party may disclose Confidential Information of the other Party to enter into the extent required by an order of a court of competent jurisdiction or applicable governmental, quasi- governmental, or regulatory body; provided, however, that the Party, unless prohibited by law, regulation or court or regulatory order, a) promptly notifies the other Party upon its receipt of any further agreement paper that requests or negotiation demands disclosure of its Confidential Information; b) opposes any request for disclosure, and that failing, seeks to have access and use limited by a protective order; and c) provides the other Party a reasonable opportunity to (i) contest and assist in opposing any requirement of disclosure of its Confidential Information, (ii) seek judicial protection against the disclosure, and (iii) have such required disclosure be made under a protective order. Licensor may share information with Third Party Proprietors as required by the otherrespective licensing contract provided that such Third Party Proprietors are bound by provisions of confidentiality at least equivalent to the provisions of this Article 10.
26.6 Nothing contained in this Agreement will 10.3 Licensor shall be construed permitted to name Licensee as granting a customer of Licensor and shall be permitted to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other PartyLicensee’s name may be reasonably inferred or implied in any advertisingand logo on its website, promotionbrochures, or any factsheets and other publicity matter relating directly or indirectly promotional material. Licensee shall cooperate with Licensor to this Agreementserve as a reference for Licensor to prospective Licensor customers, analysts, and the press. Licensor agrees that without Licensee’s express consent, Licensor will make no public representations about Licensee, except that Licensee is a customer of Licensor.
Appears in 1 contract
Samples: License Agreement (Themes ETF Trust)
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ). CoastCom – ICRA: OR – Eff: 05/20/08 21
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Samples: General Terms and Conditions
Confidentiality and Publicity. 26.1
10.1. All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”10.2. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for For a period of three years from receipt of Confidential Information, Recipient shall (1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 10.3. Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by law, a court, or governmental agency, if the Parties; or
26.4.5 is approved for release by written authorization Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient will comply with any protective order that covers the Confidential Information to a third party by the disclosing Party without a similar restriction on the third party’s rightsbe disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions10.4. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service mark, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §9.4 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
10.5. Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
10.6. Except as otherwise expressly provided in this Section 9, nothing in this Agreement limits the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary consideredproprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the placetheplace, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Local Resale Service Agreement
Confidentiality and Publicity. 26.1 6.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during one party to the negotiations and other(s) or developed by the term parties pursuant to the terms of this Agreement will shall be protected maintained confidential and used only for the purposes of this Agreement in accordance with this Article 6. Each party may also disclose the other's information to an Affiliate, agent or consultant, who is under an obligation of confidentiality and non-use at least substantially equivalent to the obligations of this Article 6. The term of maintaining confidentiality of all such information and the limitations on use shall be for a period of [ * ] after the date of termination of this Agreement. Each party shall guard such information as it normally guards any of its confidential, proprietary information. Notwithstanding the foregoing, each party shall be relieved of the confidentiality and limited use obligations of this Agreement if:
(a) the information was previously known to the receiving party from sources other than the disclosing party as evidenced by both Parties the prior written records of such party;
(b) the information is or becomes generally available to the public through no fault of the receiving party; or
(c) the information is acquired in good faith in the future by the receiving party from a third party not under an obligation of confidence to the disclosing party with respect to such information. ------------------- [ * ] Confidential Treatment Requested
6.2 Notwithstanding the above obligations of confidentiality and non-use a party may:
(a) disclose information to a regulatory agency that is necessary to obtain regulatory approval in a particular jurisdiction;
(b) disclose information to a government agency if the disclosure is necessary to protect the health and safety of the party's workers or the public or as required by law;
(c) disclose information reasonably required in connection with the development, manufacture, use, sale, external testing or marketing trials of products in accordance with the terms provided hereinof this Agreement; or
(d) disclose information by filing patent applications, the filing of which is contemplated by this Agreement, without violating the above secrecy provision. In making such disclosures, the disclosing party shall obligate the recipient to secrecy, if possible.
26.2 As used 6.3 Except for the filing of a copy of this Agreement with the Securities & Exchange Commission to the extent required by law, the public announcement in the form set forth in Schedule C, and such other public announcements as may hereafter become required by law due to changes from the facts and circumstances in existence as of the Effective Date, no party hereunder shall disclose this Agreement or make any public announcement or filing concerning this Agreement or the subject matter hereof without the prior written consent of the other; provided, however, that NEUTROGENA shall be free to disclose the existence of this Agreement and the nature of the licenses granted hereunder to its Affiliates and prospective sublicensees under a similar obligation of confidentiality as set forth in this Article 6 and PROCYTE shall be free to disclose the existence of this Agreement and its terms to its Affiliates, consultants, investment bankers and prospective licensees under a similar obligation of confidentiality as set forth in this Article 6, provided that PROCYTE does not disclose the economic terms of this Agreement (e.g., royalty rates, minimum royalties and lump sum payments) to such prospective licensees. In the event that pursuant to the foregoing PROCYTE shall file a copy of this Agreement with the Securities & Exchange Commission, it shall seek confidential treatment for all portions thereof requested by NEUTROGENA within [ * ]. following receipt of PROCYTE'S proposed SEC submission.
6.4 With respect to information disclosed on or after the Effective Date between NEUTROGENA and PROCYTE under the provisions of this Agreement, the term “Proprietary Information” will mean writtenprovisions of this Agreement shall govern and prevail. In the event of any conflict between this Agreement and the Confidentiality Agreement of November 19, recorded1998 between NEUTROGENA and PROCYTE, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation nameattached hereto as Schedule B, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:disclosed on or after the Effective Date, the terms of this Agreement shall govern and prevail.
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of 6.5 The rights and obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization this Article 6 shall survive termination of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.. ------------------- [ * ] Confidential Treatment Requested
Appears in 1 contract
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materialsequity.
15.6. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party
14.2. As to such Confidential and/or Proprietary Information, during the negotiations and the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “degree of care with which Recipient safeguards its own Confidential Information and/or Proprietary Information” will mean written, recorded, machine readable but in no event less than a reasonable degree of care.
14.3. Recipient shall have no obligation to safeguard Confidential and/or Proprietary Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential and/or Proprietary Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential and/or Proprietary Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 10.1 All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 10.2 For a period of three years from receipt of Confidential Information, Recipient shall
(1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 10.3 Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by law, a court, or governmental agency, if the Parties; or
26.4.5 is approved for release by written authorization Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient agrees to a third party by comply with any protective order that covers the disclosing Party without a similar restriction on the third party’s rightsConfidential Information to be disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 10.4 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service mark, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §9.4 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
10.5 Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
10.6 Except as otherwise expressly provided in this Section 9, nothing in this Agreement limits the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 10.1 All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 10.2 For a period of three years from receipt of Confidential Information, Recipient shall
(1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 10.3 Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by law, a court, or governmental agency, if the Parties; or
26.4.5 is approved for release by written authorization Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient agrees to a third party by comply with any protective order that covers the disclosing Party without a similar restriction on the third party’s rightsConfidential Information to be disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 10.4 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §9.4 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
10.5 Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
10.6 Except as otherwise expressly provided in this Section 9, nothing in this Agreement limits the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 12.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for Services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
12.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
12.2.1. use it only for the purpose of performing under this Agreement,
12.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
12.2.3. safeguard it from unauthorized use or disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
12.3. Recipient shall have no obligation to safeguard Confidential Information
12.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
12.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
12.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its disclosure, or
12.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
12.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 12.5. Each Party agrees that it will in the event of a breach of this Article 13 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions12.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This § 13.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with Services by the other Party or its Affiliates, except as expressly permitted by the other Party.
12.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Except for the existence of the Agreement, each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
12.8. Except as otherwise expressly provided in this Article 13, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation § 222 of the Act.
Appears in 1 contract
Confidentiality and Publicity. 26.1 All proprietary 11.1 Each Party (Receiving Party) may be given or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form acquire access to one Party by Confidential Information from the other Party regarding the above referenced subject matter (Disclosing Party) in order to perform its functions and which is marked proprietary obligations or confidential with the appropriate owner corporation nameexercise its rights, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole under or in part, including derivations, relation to any third party for a period this Agreement. For the purposes of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided Clause 11 “Confidential Information” shall not include information that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 11.1.1 is or becomes publicly known other than through no wrongful act, fault any act or negligence omission of the receiving Receiving Party; or;
26.4.2 11.1.2 was known by directly in the receiving Party or by any other affiliate or subsidiary of Receiving Party’s possession and at its free disposal before the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or;
26.4.3 11.1.3 was lawfully disclosed to the receiving Receiving Party by a third party lawfully entitled to disclose the same, without any obligation of confidentiality being imposed on the Receiving Party in respect thereof; or
11.1.4 is independently developed by the Receiving Party.
11.2 Subject to Clause 11.4 each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the exercise of its rights, and the performance of its functions and obligations, under this Agreement.
11.3 The Receiving Party shall, the provisions of Clause 11.2 notwithstanding, be entitled to disclose Confidential Information of the Disclosing Party to such of its employees, officers, agents, contractors or professional advisers who was free have a genuine need to know the same in order to be able to carry out their duties in relation to this Agreement (in each case, permitted individual). The Receiving Party shall make each permitted individual aware of the obligations of confidentiality and non-use contained in this Clause 11, and use reasonable endeavours to ensure that each permitted individual observes and performs these obligations including, where the permitted individual is an agent, contractor or professional adviser of the Receiving Party, procuring that the permitted individual enters into a written confidentiality undertaking with Elecosoft in terms at least equivalent to those contained in this Clause 11.
11.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the disclosing Party; or
26.4.4 extent that such Confidential Information is required to be disclosed by law, by any governmental or used other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the receiving Partyextent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible and, where notice of disclosure is not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed prohibited and is given in writing by accordance with this Clause 11.4 it takes into account the Parties; or
26.4.5 is approved for release by written authorization reasonable requests of the disclosing Party; or
26.4.6 is disclosed pursuant Disclosing Party in relation to a requirement or request the content of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightssuch disclosure.
26.5 Since either Party may choose not to use or announce any services11.5 The Customer acknowledges that details of the Services, products or marketing techniques relating to these discussions or information gained or exchanged during and the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of any performance tests of the discussions. The furnishing Services, constitute Confidential Information of Proprietary Elecosoft.
11.6 Elecosoft acknowledges that the Customer Data constitutes Confidential Information of the Customer.
11.7 Neither Party shall make, or permit any person to one Party by make, any public announcement concerning this Agreement without the prior written consent of the other Party will (such consent not obligate either Party to enter into be unreasonably withheld or delayed), except as required by law, any further agreement governmental or negotiation with the otherregulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Hosted Service Terms and Conditions
Confidentiality and Publicity. 26.1 9.1. All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”).
9.2. For a period of two (2) disclosed by either Party during years from receipt of Confidential Information, Recipient shall (i) use it only for the negotiations purpose of performing under this Agreement, (ii) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (iii) safeguard it from unauthorized use or Disclosure using no less than the term degree of care with which Recipient safeguards its own Confidential Information.
9.3. Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (ii) which becomes publicly known or available through no breach of this Agreement will by Recipient, (iii) which is rightfully acquired by Recipient free of restrictions on its Disclosure, or (iv) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient agrees to comply with any protective order that covers the Confidential Information to be protected by both Parties in accordance with the terms provided hereindisclosed.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”9.4. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This paragraph 9.4 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
9.5. Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
9.6. Except as otherwise expressly provided in this Section 9, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 All proprietary or 12.1 The Provider will:
(a) keep confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary the Customer Confidential Information of the other Party in whole or in part, including derivations, to any third party for a period of three person save as expressly permitted by this Clause 12;
(3b) years from protect the date of Customer Confidential Information against unauthorised disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least by using the same degree of care in safeguarding such Proprietary Information as it uses for takes to preserve and safeguard its own proprietary confidential information of like importancea similar nature, being at least a reasonable degree of care; and
(c) without prejudice to the generality of Clause 12.1(b) , deploy and such maintain the security systems and technologies detailed in Schedule 2 in relation to the Customer Confidential Information held on the Platform.
12.2 The Customer will:
(a) keep confidential and not disclose the Provider Confidential Information to any person save as expressly permitted by this Clause 12;
(b) protect the Provider Confidential Information against unauthorised disclosure by using the same degree of care will as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
12.3 Confidential Information of a party may be reasonably calculated disclosed by the other party to prevent such inadvertent disclosurethat other party's officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information disclosed.
12.4 The obligations set out in this Clause 12 shall not apply to:
(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
26.3.2 it limits access to such Proprietary (b) Customer Confidential Information to its employees and agents who are directly involved that is in the consideration possession of the Proprietary Provider prior to disclosure by the Customer, and Provider Confidential Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 that is or becomes publicly known through no wrongful act, fault or negligence in possession of the receiving PartyCustomer prior to disclosure by the Provider;
(c) Customer Confidential Information that is received by the Provider, and Provider Confidential Information that is received by the Customer, from an independent third party who has a right to disclose the relevant Confidential Information; or
26.4.2 was known (d) Confidential Information that is required to be disclosed by the receiving Party law, or by any a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other affiliate or subsidiary party prompt written notice of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightsrequirement.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during 12.5 Both the discussions, both Parties acknowledge Customer and the Provider agree that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or they can use the other Party’s name, language, pictures, or symbols from which the other Partyparty’s name and logo for marketing purposes. The Provider may with the permission of the Customer publish or distribute a testimonial or reference, such consent not to be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreementunreasonably withheld by the Customer.
Appears in 1 contract
Samples: Master Services Agreement
Confidentiality and Publicity. 26.1 All proprietary
15.1 The Recipient Party shall and, where the Recipient Party is the Consultancy Company shall ensure that each member of the Personnel shall:
15.1.1 keep all Confidential Information secret;
15.1.2 not disclose Confidential Information to any person except with the prior written consent of the Disclosing Party or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with this Clause 15; and
15.1.3 only use or make copies of Confidential Information in connection with and to the terms provided hereinextent necessary for the purposes of this Agreement.
26.2 As used 15.2 The Recipient Party may disclose Confidential Information to any Authorised Persons on a "need-to-know" basis solely in relation to this Agreement, provided that the Recipient Party ensures that such Confidential Information is kept confidential by the applicable Authorised Persons.
15.3 The Recipient Party may disclose any Confidential Information to any regulator, law enforcement agency or other third party if it is required to do so by law, regulation, or similar authority. In those circumstances (provided that it is practical and lawful to do so):
15.3.1 the Recipient Party must notify the Disclosing Party in writing as soon as practicable before the disclosure;
15.3.2 the parties must use all reasonable endeavours to consult with each other with a view to agreeing the timing, manner and extent of the disclosure; and
15.3.3 the Recipient Party required to disclose must in any event use all reasonable endeavours to obtain written confidentiality undertakings in its favour from the third party.
15.4 If the Recipient Party is unable to inform the Disclosing Party before Confidential Information is disclosed, it must (provided that it is lawful to do so) fully inform the Disclosing Party immediately afterwards in writing of the circumstances of the disclosure and the Confidential Information which has been disclosed.
15.5 The parties agree that damages alone would not be an adequate remedy in the event of breach by the other party of the provisions of this Clause 15. Accordingly, either party may, without proof of special damages, seek an injunction or other interim remedy for any threatened or actual breach of this Clause 15.
15.6 The Consultancy Company must not, and must procure that the Personnel and any sub- contractors do not:
15.6.1 issue any press release or other public document, or make any public statement, with respect to the subject matter of this Agreement;
15.6.2 otherwise disclose to any third party that NB is a client of the Consultancy Company or that the Consultancy Company is providing products or services to NB; or
15.6.3 use any trade name, brand and/or trade mark or anything else which identifies NB, in each case without NB's prior written approval.
15.7 Upon termination or expiration of this Agreement, the term “Proprietary Information” will mean writtenConsultancy Company shall return, recordedor destroy, machine readable and/or permanently delete (at NB's option) from any server, electronic device or other information provided in tangible form equipment which does not belong to one Party NB, all Confidential Information which may have been prepared by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information member of the other Party in whole Personnel, or in part, including derivations, to come into the Consultancy Company or any third party for a period member of three (3) years from the date Personnel’s possession solely by virtue of disclosure unless the Parties agree to modify Consultancy Company's or that member of the Personnel’s provision of Services under this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will and no copies (including electronic copies) shall be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three retained (3) years following its initial disclosure or such other nondisclosure period except as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party ), without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior first obtaining NB's written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Framework Agreement
Confidentiality and Publicity. 26.1 11.1. All information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary or confidential to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and customer and end-user information (“Proprietary Confidential Information”) disclosed by either Party during the negotiations and ).
11.2. During the term of this Agreement will be protected by both Parties in accordance with Agreement, and for a period of one (1) year thereafter, Recipient shall (i) use it only for the terms provided herein.
26.2 As used in purpose of performing under this Agreement, (ii) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (iii) safeguard it from unauthorized use or disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written.
11.3. Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, recorded(ii) which becomes publicly known or available through no breach of this Agreement by Recipient, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and (iii) which is marked proprietary rightfully acquired by Recipient free of restrictions on its disclosure, or confidential with (iv) which is independently developed by personnel of Recipient to whom the appropriate owner corporation nameDisclosing Party’s Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, e.g.a court, “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by the disclosing Party and obtain a copy is delivered to the other Party within thirty (30) business days after court order preventing such oral disclosure. The writing will also state Recipient agrees to comply with any court order that covers the place, date and person(s) Confidential Information to whom disclosure was madebe disclosed.
26.3 11.4. Each Party agrees that it will Disclosing Party would be irreparably injured by an unlawful breach of this section by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach of this section. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not 11.5. Except as otherwise expressly provided in this Section 11, nothing herein shall be deemed proprietary and construed as limiting the receiving rights of either Party will have no obligation with respect to its customer information under any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence applicable law. Nothing herein shall be construed as limiting the rights of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into petition any further agreement competent regulatory or negotiation with the otherjudicial authority using any information that would otherwise be deemed to be confidential under this section.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information Proprietary Information (“Proprietary Information”as described in Section 26.2) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties the other Party in accordance with the terms provided herein.
26.2 As used in this AgreementAny information such as specifications, the term “Proprietary Information” will mean writtendrawings, recordedsketches, machine readable or business information, forecasts, models, samples, data, computer programs and other information provided in tangible form to software and documentation of one Party by the other Party regarding the above referenced subject matter and which (a “Disclosing Party”) that is marked proprietary furnished or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information made available or otherwise disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party or any of such other Party’s employees, contractors, agents or Affiliates (its “Representatives” and with a Party, a “Receiving Party”) pursuant to this Agreement (“Proprietary Information”) will be deemed the property of the Disclosing Party. Proprietary Information, if written, will be marked “Confidential” or “Proprietary” or by other similar notice, and, if oral or visual, will be confirmed in writing as confidential by the Disclosing Party to the Receiving Party within thirty ten (3010) business days after such oral disclosure. The writing will also state Notwithstanding the placeforegoing, date information concerning either Party’s network and person(s) information that would constitute customer proprietary network information of either Party’s end user customers pursuant to whom disclosure was madeapplicable law, as well as recorded usage or traffic information with respect to either Party’s end user customers, whether disclosed by either Party to the other Party or otherwise acquired by either Party in the course of performance under this Agreement shall be deemed to be the Proprietary Information of such Party as a Disclosing Party.
26.3 Each Party agrees that it will not disclose any Unless Proprietary Information was previously known by the Receiving Party free of any obligation to keep it confidential, or has been or is subsequently made public by an act not attributable to the Receiving Party, or is explicitly agreed in writing not to be regarded as confidential, it (a) will be held in confidence by each Receiving Party; (b) will be disclosed to only those Representatives who have a need for it in connection with the provision of services required to fulfill this Agreement and will be used only for such purposes; and (c) may be used for other purposes only upon such terms and conditions as may be mutually agreed to, in advance of use, in writing by the Parties. Notwithstanding the foregoing sentence, a Receiving Party will be entitled to disclose or provide Proprietary Information pursuant to subpoena or other process issued by a court or governmental authority in the exercise of its lawful authority following written notice to the Disclosing Party prior to disclosing such Proprietary Information, unless such prior written notice is otherwise prohibited by such court or governmental authority in the exercise of its lawful authority.
26.4 Each Party’s obligation to maintain the confidentiality of the other Party in whole or in part, including derivations, to any third party for a period of Party’s Proprietary Information shall expire three (3) years from the date after expiration or termination of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materialsAgreement. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved Nothing in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving foregoing sentence shall affect either Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of ’s obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights47 U.S.C. § 222.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Carrier to Carrier Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, promotion, or any other publicity matter relating directly or indirectly to this Agreement.service,
Appears in 1 contract
Confidentiality and Publicity. 26.1 13.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
13.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
13.2.1. use it only for the purpose of performing under this Agreement,
13.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
13.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
13.3. Recipient shall have no obligation to safeguard Confidential Information
13.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
13.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
13.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
13.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
13.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 13.5. Each Party agrees that it will in the event of a breach of this Article 13 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions13.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This § 13.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
13.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
13.8. Except as otherwise expressly provided in this Article 13, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation § 222 of the Act.
Appears in 1 contract
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) 22.1 This Clause 22 applies to Confidential Information disclosed by either or on behalf of one Party during (the negotiations and "Disclosing Party") to the term other (the "Receiving Party") under or in connection with this Agreement.
22.2 The Receiving Party shall only use the Confidential Information solely for the purposes of this Agreement will be protected by both Parties performing its obligations in accordance with the terms provided hereinof this Agreement.
26.2 22.3 The Receiving Party will exercise in relation to the Disclosing Party’s Confidential Information a reasonable and appropriate degree of care and protection.
22.4 The Receiving Party undertakes not to disclose any of the Disclosing Party’s Confidential Information to any third party except that:
22.4.1 the Receiving Party may disclose such Confidential Information to its employees, professional advisors, agents or subcontractors but only to the extent necessary for the performance of its obligations under this Agreement;
22.4.2 where the Receiving Party is the Contractor, the Contractor may disclose such Confidential Information to the Switching Service Providers but only to the extent necessary for the performance of its obligations under this Agreement and provided that the DCC has first notified the Contractor in writing that it has a contract in place with such Switching Service Provider containing appropriate confidentiality restrictions;
22.4.3 where the Receiving Party is the DCC, the DCC may disclose such Confidential Information to the Switching Service Providers, Ofgem, REC Panel, RECCo Board and/or the Code Manager; and
22.4.4 the confidentiality restrictions in this Clause 22 shall in no way limit the DCC's right to use and/or share Core Systems Assurance Reports. Except in circumstances where the DCC is sharing Confidential Information with Ofgem pursuant to Clause 22.4.3, the Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than either those set out in this Agreement or set out in the REC.
22.5 Notwithstanding Clause 22.4, the Receiving Party may disclose any Confidential Information to any regulator, law enforcement agency or other third party if required to do so by Applicable Law.
22.6 Subject to Clause 22.7, the Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a request to that effect and, in any event, upon termination or expiry of this Agreement provided that the Receiving Party shall be entitled to store (and retain), copy and use a copy of Confidential Information of the Disclosing Party, subject always to an on- going obligation on the Receiving Party to continue to comply with (or ensure compliance with) this Clause 22 in respect of all such Confidential Information:
22.6.1 to the extent required by applicable law or in order to comply with any applicable Mandatory Requirements;
22.6.2 in the case of the Contractor's Confidential Information, to the extent necessary for the DCC to comply with any continuing obligations of the DCC under this Agreement or to the extent it is necessary to have access to such information for the continued receipt of the Services;
22.6.3 in the case of the DCC Confidential Information, to the extent necessary to comply with any continuing obligations of the Contractor under this Agreement, including those in Schedule 8.4 (Records and Audit); or
22.6.4 in order to enforce any of its rights or remedies under or in connection with this Agreement (including licence rights).
22.7 The Contractor’s obligation to destroy Confidential Information pursuant to Clause 22.5 shall not apply to the extent that deletion of Confidential Information from backups is not technically possible, on the condition that confidentiality in such Confidential Information is fully preserved in accordance with the terms of this Agreement and Good Industry Practice.
22.8 The Contractor must put in place and at all times maintain managerial and operational practices, systems and procedures to ensure that it complies with the requirements of this Clause 22.
22.9 Without prejudice to any other rights or remedies that either Party may be entitled to, the Parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality
22.10 The provisions of this Clause 22 are of indefinite duration but shall not apply to any Confidential Information:
22.10.1 to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Receiving Party;
22.10.2 which the Receiving Party can show by its written records was in its possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or
22.10.3 has been independently developed by the Receiving Party without use of the Confidential Information.
22.11 No publicity, advertising or other public statement shall be released by the Contractor in connection with the subject matter of this Agreement without the prior written approval of the DCC, which shall not unreasonably be withheld or delayed.
22.12 Notwithstanding anything else to the contrary in the Agreement, if the DCC receives a request for information from a Regulatory Body or the Secretary of State (as applicable) under condition 29 of the DCC Licence (each, an "Information Request"), the Contractor acknowledges that the DCC may be obliged to disclose Contractor's Confidential Information under the requirements of the relevant Information Request provided that if and to the extent that it is practicable and lawful for it to do so, the DCC shall give prompt notice to the Contractor prior to the required disclosure and shall cooperate with the Contractor regarding the form, nature, content and purpose of such disclosure or any action which Contractor may reasonably take to challenge the validity or extent of such disclosure obligation. The DCC shall be responsible for determining in its absolute discretion whether any Contractor's Confidential Information is required to be disclosed to a Regulatory Body and/or the Secretary of State in accordance with the relevant Information Request. The Contractor shall cooperate with each and every Information Request.
22.13 The terms of this Clause 22 shall supersede and replace any non-disclosure agreement entered into between the parties prior to the date of this Agreement.
22.14 As used in soon as practicable following signature of this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree in good faith to modify review and amend this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided thatClause 22 in order to:
26.3.1 each Party uses at least 22.14.1 reflect the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importancerequirements under the Project 1 Contract, Project 2 Contract and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to discloseProject 3 Contract; and
26.3.3 upon discovery 22.14.2 align this Clause 22 with the Switching Programme (including, without limitation, the requirements of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary the REC and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightsDCC Licence).
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Agreement for the Provision of Core Systems Assurance Services
Confidentiality and Publicity. 26.1 All proprietary 5. Each party (Receiving Party) may be given or confidential information acquire access to Confidential Information from the other party (“Proprietary Information”Disclosing Party) disclosed by either Party during in order to perform its functions and obligations or exercise its rights, under or in relation to this Agreement. For the negotiations and the term purposes of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other clause 5 Confidential Information shall not include information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 5.1.1 is or becomes publicly known other than through no wrongful act, fault any act or negligence omission of the receiving Receiving Party; or;
26.4.2 5.1.2 was known by directly in the receiving Party or by any other affiliate or subsidiary of Receiving Party’s possession and at its free disposal before the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or;
26.4.3 5.1.3 was lawfully disclosed to the receiving Receiving Party by a third party lawfully entitled to disclose the same, without any obligation of confidentiality being imposed on the Receiving Party in respect thereof; or
5.1.4 is independently developed by the Receiving Party. Subject to clauses 5.3 and 5.4 each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the exercise of its rights, and the performance of its functions and obligations, under this Agreement. The Receiving Party shall, the provisions of clause 5.2 notwithstanding, be entitled to disclose Confidential Information of the Disclosing Party to such of its employees, officers, agents, contractors or professional advisers who was free have a genuine need to know the same in order to be able to carry out their duties in relation to this Agreement (in each case, permitted individual). The Receiving Party shall make each permitted individual aware of the obligations of confidentiality and non-use contained in this clause 5, and use reasonable endeavours to ensure that each permitted individual observes and performs these obligations including, where the permitted individual is an agent, contractor or professional adviser of the Receiving
5.3 Party, procuring that the permitted individual enters into a written confidentiality undertaking with Shire in terms at least equivalent to those contained in this clause 5. The Receiving Party may disclose Confidential Information of the Disclosing Party to the disclosing Party; or
26.4.4 extent that such Confidential Information is required to be disclosed by law, by any governmental or used other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the receiving Partyextent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible and, where notice of disclosure is not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed prohibited and is given in writing by accordance with this clause 5.4 it takes into account the Parties; or
26.4.5 is approved for release by written authorization reasonable requests of the disclosing Party; or
26.4.6 is disclosed pursuant Disclosing Party in relation to a requirement or request the content of a governmental agency or disclosure is required by operation such disclosure. The Licensee acknowledges that details of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on Software, and the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of any performance tests of the discussionsServices, constitute Confidential Information of Shire. The furnishing Neither Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of Proprietary Information to one Party by the other Party will (such consent not obligate either Party to enter into be unreasonably withheld or delayed), except as required by law, any further agreement governmental or negotiation with the otherregulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Software Licence Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”a) disclosed by either Party during During the negotiations and the term Term of this Agreement will be protected by both Parties in accordance with and for a period of two (2) years thereafter, each of Processor and Seller agree to hold and maintain the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Confidential Information of the other Party in whole the strictest confidence. Each of Processor and Seller shall divulge such Confidential Information only to its employees, agents or subcontractors who clearly require access to it for the purposes of this Agreement and who have been notified by the disclosing party that the Confidential Information they have received is to be held in partthe strictest confidence. Each party shall be liable to the other for any and all damages, including derivationsreasonable attorney fees, to any third party for a period of three (3) years from in the date of disclosure unless the Parties agree to modify event that this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will confidentiality provision is violated and shall be liable for inadvertent or accidental disclosure any such violation by its agents, assignees and employees. The parties agree that breach of Proprietary their confidentiality obligations under this Agreement will cause irreparable damage to the non- breaching party for which recovery of damages would be inadequate, and that the non-breaching party will be entitled to seek timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
(b) Notwithstanding the above, a party (“Receiving Party”) may disclose certain Confidential Information of the other Party provided that:
26.3.1 each Party uses at least party (“Disclosing Party”), without violating the same degree obligations of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importancethis Agreement, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or extent such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation a law, regulation, rule, policy, or valid order of a court or other governmental body having jurisdiction, including without limitation securities regulators, provided that the Receiving Party limits such disclosure to the minimum information necessary pursuant to such requirements and, to the extent permitted by law; or, (a) provides the Disclosing Party with reasonable prior written notice of such disclosure and (b) makes reasonable efforts to (i) pursue, in consultation with the Disclosing Party, any legally available steps to narrow the request or limit the disclosure, or (ii) obtain, or assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes required under the law, regulation, rule, or policy, or for which the order was issued.
26.4.7 is furnished (c) Except as required by law, no public announcement or press release concerning the sale and purchase of the Material may be made by Seller without the prior consent and approval Processor.
(d) Processor reserves the right to a disclose the Seller as the source of the Material to patients, the public, or any third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any servicesway of marketing materials in print, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, digital format or any other publicity matter relating directly or indirectly means required to this Agreementmarket and promote the product.
Appears in 1 contract
Samples: Cannabis Processing Agreement
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party
14.2. As to such Confidential and/or Proprietary Information, during the negotiations and the term of this Agreement will be protected by both Parties Agreement, and for a period of one
(1) year thereafter, Recipient shall
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “degree of care with which Recipient safeguards its own Confidential Information and/or Proprietary Information” will mean written, recorded, machine readable but in no event less than a reasonable degree of care.
14.3. Recipient shall have no obligation to safeguard Confidential and/or Proprietary Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential and/or Proprietary Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential and/or Proprietary Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 All proprietary 29.3.1 Tenant agrees that (i) this Lease and the terms contained herein, (ii) all information regarding the Premises of whatever nature made available to Tenant or confidential information any Tenant Party by Landlord or any Landlord Party, and (iii) the results of all tests and studies of the Premises (altogether, collectively, the “Proprietary Confidential Information”) disclosed by either shall be treated as strictly confidential. Accordingly, neither Tenant nor any Tenant Party during shall disclose the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, same to any third party for a period without the written consent of three Landlord; provided, however, that, Tenant shall not hereby be precluded from disclosure of Confidential Information that may be compelled by Legal Requirements, or from disclosing this Lease (3and the terms contained herein) years from the date to its attorneys, accountants, auditors, lenders, and other professionals who may be bound to Tenant by duties of disclosure unless the Parties agree to modify this Agreement confidence.
29.3.2 If Tenant or any Tenant Party is required by Legal Requirements to provide for this Lease or disclose any of its terms, or otherwise disclose any Confidential Information, Tenant shall give Landlord prompt notice of such requirement before making disclosure so that Landlord may seek an appropriate protective order. If Landlord does not seek or is not successful in obtaining a different nondisclosure period for specific materials. Neither protective order and Tenant or such Tenant Party will be liable for inadvertent is compelled to make disclosure, Tenant or accidental disclosure of Proprietary Information such Tenant Party shall only disclose portions of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Confidential Information as it uses for its own proprietary information of like importancethat are required to be disclosed, and Tenant and such degree Tenant Party shall exercise reasonable efforts to obtain assurance that confidential treatment shall be accorded to the Confidential Information so disclosed.
29.3.3 Tenant acknowledges that any failure by Tenant or any Tenant Party to treat Confidential Information according to the terms and conditions of care will this Section 29.3 would cause Landlord irreparable injury and loss. Accordingly, Tenant agrees that, in the event of any breach or threatened breach by Tenant or any Tenant Party of any provision of this Section 29.3, Landlord shall immediately be reasonably calculated entitled to prevent such inadvertent disclosure;an injunction (or other equitable relief) restraining any further disclosure or unauthorized use of any of the Confidential Information. In addition, if any grossly negligent or intentional breach of any provision of this Section 29.3 would cause material injury or loss to Landlord, or if any threatened breach of any provision of this Section 29.3 would cause material injury or loss to Landlord, then Landlord shall further have all other of its remedies under this Lease, at law, or in equity.
26.3.2 it limits access to such Proprietary 29.3.4 Tenant acknowledges that the terms of this provision shall not limit Landlord from making Confidential Information available to its employees attorneys, accountants, auditors, lenders, and agents other professionals who are directly may be bound to Landlord by duties of confidence, as well as to brokers, lenders, principals, agents, employees, and others involved in any sale, financing, or other transfer of Landlord’s interest in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureProperty.
26.4 Information will not be deemed proprietary and the receiving 29.3.5 Neither Tenant nor any Tenant Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is shall at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by issue a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed press release or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation otherwise communicate with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity media representatives regarding this Agreement and its Attachments is subject to Lease, the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, Premises or any other publicity matter relating directly Confidential Information unless such release or indirectly to this Agreementcommunication has received the prior written approval of Landlord, which may be granted or withheld in Landlord’s sole discretion.
Appears in 1 contract
Samples: Lease Agreement
Confidentiality and Publicity. 26.1 9.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided hereinof this Section 9.
26.2 9.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 9.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 (i) each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, importance and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 (ii) it limits access to such Proprietary Information to its employees employees, attorneys and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 (iii) upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 9.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 (i) is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 (ii) was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 (iii) was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 (iv) is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 or is approved for release by written authorization of the disclosing Party; or
26.4.6 (v) is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 9.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 9.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, or service xxxx now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All 9.7 Except for public filings, litigation, or other administrative or judicial proceedings arising from or related to the Agreement, all publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 9.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Confidentiality and Publicity. 26.1 All proprietary or confidential information 17.1. This clause 17 applies to Confidential Information disclosed by one Party (“Proprietary Informationthe Disclosing Party”) disclosed by either to the other (“the Receiving Party”) under or in connection with this Agreement.
17.2. The Receiving Party during shall only use the negotiations and Confidential Information solely for the term purposes of this Agreement will be protected by both Parties performing its obligations in accordance with the terms provided hereinof this Agreement.
26.2 As used 17.3. The Receiving Party will exercise in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered relation to the other Party within thirty (30) business days after such oral disclosureDisclosing Party’s Confidential Information a reasonable and appropriate degree of care and protection.
17.4. The writing will also state the place, date and person(s) Receiving Party undertakes not to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, Disclosing Party’s Confidential Information to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding except that it may disclose such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Confidential Information to its employees and employees, professional advisors, agents who are directly involved in or sub-contractors but only to the consideration extent necessary for the performance of its obligations under this Agreement. The Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence confidential nature of the receiving Party; or
26.4.2 was known information and be bound by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality on terms no less onerous than those set out in this Agreement.
17.5. The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the disclosing Party; or
26.4.4 is disclosed Disclosing Party all Confidential Information in its possession, custody or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request control on receipt of a governmental agency request to that effect and, in any event, upon termination or disclosure is required by operation expiry of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightsthis Agreement.
26.5 Since 17.6. Without prejudice to any other rights or remedies that either Party may choose not to use or announce any servicesbe entitled to, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is damages may not responsible or liable be an adequate remedy for breach of these confidentiality obligations and agree that both Parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any business decisions made threatened or actual breach.
17.7. The provisions of this clause 17 are of indefinite duration but shall not apply to any Confidential Information:
17.7.1. to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Receiving Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.;
Appears in 1 contract
Samples: Integrated Design Agreement
Confidentiality and Publicity. 26.1 All proprietary 11.1 Each party agrees with the other:
11.1.1 to keep the other’s Confidential Information confidential and not to use the other’s Confidential Information save for complying with its obligations under this Agreement; and
11.1.2 not to disclose the other’s Confidential Information to a third party other than to: (i) its personnel who have a need to know the same for the purposes of performing this Agreement; or confidential information (“Proprietary Information”ii) disclosed by either Party during its professional advisers who need to know the negotiations and same for the term purposes of this Agreement will be protected by both Parties providing professional advice to that party; or (iii) in the case of the OEM, to its Customers to the extent necessary to sell Customer Licences in accordance with this Agreement (each a “Receiving Third Party”). Both parties shall ensure that each Receiving Third Party is subject to an equivalent duty to protect that Confidential Information to that set out in this clause 11 and agrees that it shall remain primarily liable to the terms provided hereindisclosing party for any misuse or disclosure of the Confidential Information of its Receiving Third Parties.
26.2 As used 11.2 The restrictions contained in clause 11.1 shall continue without limitation of time except that they shall cease to apply to information or knowledge which: (i) has in its entirety become public knowledge otherwise than through any unauthorised disclosure or other than breach of this clause 11; (ii) the disclosing party has consented in writing to being disclosed; (iii) is or has been independently developed by the other party without reference to or use of the disclosing party’s Confidential Information or Intellectual Property Rights; or (iv) is necessarily disclosed pursuant to a statutory or regulatory obligation, but then only to the extent of such required disclosure (and provided that the receiving party notifies the disclosing party of such disclosure, prior to disclosure, if it is legally permitted to do so).
11.3 The parties acknowledge that specific performance may be an appropriate remedy for breach of this clause 11 and that each party shall be entitled to the remedies of injunction and other equitable relief.
11.4 The OEM shall cooperate with Paninsight or any of its appointed agents or representatives with regard to any publicity that Xxxxxxxxxx wishes to announce or issue to publicise this Agreement. The OEM agrees that Paninsight may publicise (using use the OEM’s name and logo) that the OEM is a partner on its website and in its list of customers, press releases and other promotional materials.
11.1 If the parties have entered into any non-disclosure agreement dealing with the protection of Confidential Information prior to execution of this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by provisions of this clause 11 shall (unless otherwise agreed between the other Party regarding parties) supersede and extinguish that non-disclosure agreement from the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madeEffective Date.
26.3 Each Party agrees that it will not disclose any Proprietary Information 11.2 This clause 11 shall survive termination or expiry of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Services Agreement
Confidentiality and Publicity. 26.1 14.1 All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
14.2 During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
14.2.1 use Confidential Information only for the purpose of performing under this Agreement,
14.2.2 hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3 safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3 Recipient shall have no obligation to safeguard Confidential Information
14.3.1 which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2 which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3 which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4 which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4 Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5 Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 14.6 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This Section14.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
14.7 Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
14.8 Except as otherwise expressly provided in this Section 14, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation § 222 of the Act.
Appears in 1 contract
Samples: Master Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) 22.1 This Clause 22 applies to Confidential Information disclosed by either or on behalf of one Party during ("the negotiations and Disclosing Party") to the term other ("the Receiving Party") under or in connection with this Agreement.
22.2 The Receiving Party shall use the Confidential Information solely for the purposes of this Agreement will be protected by both Parties performing its obligations in accordance with the terms provided hereinof this Agreement and, where the Receiving Party is the Contractor, the Contractor shall not use the Confidential Information for its own benefit or for the benefit of anyone other than the DCC.
26.2 As used 22.3 The Receiving Party will exercise in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered relation to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date Disclosing Party’s Confidential Information a reasonable and person(s) to whom disclosure was madeappropriate degree of care and protection.
26.3 Each 22.4 The Receiving Party agrees that it will undertakes not to disclose any Proprietary Information of the other Party in whole or in part, including derivations, Disclosing Party’s Confidential Information to any third party except that:
22.4.1 the Receiving Party may disclose such Confidential Information to its, or its Affiliates’, employees, professional advisors, agents or subcontractors but only to the extent necessary for the performance of its obligations under this Agreement; and
22.4.2 where the Receiving Party is the DCC, the DCC may disclose such Confidential Information to Ofgem, REC Panel, RECCo Board and/or the Code Manager. The Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.
22.5 The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a period request to that effect and, in any event, upon termination or expiry of three this Agreement.
22.6 Without prejudice to any other rights or remedies to which either Party may be entitled, the Parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both Parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.
22.7 The provisions of this Clause 22 are of indefinite duration but shall not apply to any Confidential Information:
22.7.1 to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Receiving Party;
22.7.2 which the Receiving Party can show by its written records was in its possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or
22.7.3 which has been independently developed by the Receiving Party without use of the Confidential Information;
22.7.4 which is required to be disclosed by law.
22.8 The Contractor must put in place and at all times maintain managerial and operational practices, systems and procedures to ensure that it complies with the requirements of this Clause 22 including to ensure that any copies that are made of DCC’s Confidential Information that has been designated in writing by DCC as being confidential, whether in hard copy or computerised form, are clearly identified as confidential.
22.9 No publicity, advertising or other public statement shall be released by the Contractor in connection with the subject matter of this Agreement without the prior written approval of the DCC, which shall not unreasonably be withheld or delayed.
22.10 Notwithstanding anything else to the contrary in the Agreement, if the DCC receives a request for information from a Regulatory Body or the Secretary of State (3as applicable) years from under condition 29 of the DCC Licence (each, an "Information Request"), the Contractor acknowledges that the DCC may be obliged to disclose Contractor's Confidential Information under the requirements of the relevant Information Request provided that if and to the extent that it is practicable and lawful for it to do so, the DCC shall give prompt notice to the Contractor prior to the required disclosure and shall cooperate with the Contractor regarding the form, nature, content and purpose of such disclosure or any action which Contractor may reasonably take to challenge the validity or extent of such disclosure obligation. The DCC shall be responsible for determining in its absolute discretion whether any Contractor's Confidential Information is required to be disclosed to a Regulatory Body and/or the Secretary of State in accordance with the relevant Information Request. The Contractor shall cooperate with each and every Information Request.
22.11 The terms of this Clause 22 shall supersede and replace any non-disclosure agreement entered into between the parties prior to the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Agreement for the Provision of Managed Pki Services
Confidentiality and Publicity. 26.1 All proprietary A. During the course of this Agreement, either party may have or may be provided access to the other's confidential information and materials. Provided information and materials are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight (“Proprietary Information”48) disclosed by either Party during hours of disclosure, that the negotiations information and the term of this Agreement will be protected by both Parties materials are "Confidential", each party agrees to maintain such information in accordance with the terms provided herein.
26.2 As used in of this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form Agreement AND THE CNDA REFERENCED ON THE SIGNATURE PAGE OF THIS AGREEMENT. At a minimum each party agrees to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless maintain such information is reduced in confidence and limit disclosure on a need to writing by know BASIS, TO TAKE all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats its own information of a similar nature, until the information becomes rightfully available to the public through no fault of the non-disclosing Party party. Seller's employees who access Buyer's facilities and BUYER'S EMPLOYEES WHO ACCESS SELLER'S FACILITIES may be required to sign a separate access agreement prior to admittance to SUCH facilities THE TERMS OF SUCH SEPARATE ACCESS AGREEMENTS SHALL NOT, HOWEVER, BE DEEMED TO BE INCORPORATED INTO THIS AGREEMENT, NOR SHALL THEY ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER. Furthermore, Seller will furnish a copy is delivered of Addendum C to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the placeeach of its employees, date agents and person(s) subcontractors who perform work or Services on Buyer's premises or facilities or otherwise has access to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole Buyer's classified and CONFIDENTIAL information, networks or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importancesoftware, and will take reasonable steps to assure Buyer that all such degree have read and understood Addendum C. 42 <PAGE> 13. INTELLECTUAL PROPERTY INDEMNITY. CHANGE A. Subject to Section 32, Seller shall DEFEND, indemnify, and hold Buyer harmless from any and all costs, expenses (including reasonably attorneys' fees), losses, damages or liabilities incurred because of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration actual or alleged infringement of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trade secret, trademark, now maskwork or hereafter ownedother intellectual PROPERTY right arising out of the use of Items. BUYER WILL PROVIDE SELLER WITH PROMPT WRITTEN NOTICE OF THE CLAIM WITH ALL REASONABLE INFORMATION AND ASSISTANCE TO DEFEND OR SETTLE THE CLAIM. BUYER CAN PARTICIPATE IN IT'S OWN DEFENSE AT IT'S OWN COST. Seller shall not be responsible for Xxxxx's compromise of any claim made without Seller's consent. CHANGE If an injunction issues as a result of any claim for which Buyer has obligations under Section 13(A), obtainedSeller agrees at its expense, controlledAND BUYERS OPTION, to either:-
(i) procure for Buyer the right to continue using Items, (ii) replace the Items with non-infringing Items or (iii) modify the Items so they become non-infringing. If, despite Xxxxxx's commercially reasonable efforts, none of the foregoing options are available, Seller shall refund to Buyer the purchase price of the Item. * * * CHANGE C. Seller's obligations pursuant to this Section 13 shall not apply where:
(i) custom Items are manufactured to Buyer's particular design requirements and such design is the cause of the claim; (ii) Items are used in combination with Equipment, software or other products not supplied, required or recommended by Seller and such infringement would not have occurred but for such combination; (iii) the claim is based upon Buyer's use of the Items to practice any method or process for which the Items were not intended and such use is the cause of the claim; (iv) the claim is based upon modification of Items by Buyer without Seller's written consent and such infringement would not have occurred but for such modification; or may be licensable by (v) the other Party.
26.7 All publicity regarding this Agreement and its Attachments claim is subject based on Buyer's use or transfer of an Item delivered hereunder after Seller's notice that Buyer shall cease use or transfer of such Item due to such claim, provided that such notice is directed to the Parties’ prior written majority of Seller's customers for the infringing product. ADD C2. Seller shall not be responsible for Xxxxx's compromise of any claim made without Seller's consent. CHANGE D. THE FOREGOING STATES THE ENTIRE OBLIGATIONS AND REMEDIES OF THE SELLER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY. 16.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Purchase Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential (a) Except as otherwise provided herein, the parties expressly undertake to retain in confidence the terms and conditions of this Agreement and all other non-public information (“Proprietary Information”) and know-how disclosed by either Party to each other during the negotiations and the term of this Agreement will be protected that has been designated as proprietary and/or confidential or that, by both Parties in accordance with the terms provided herein.
26.2 As used of this Agreement and/or the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (the "Confidential Information"), and will make no use of such information and know-how except under the terms and during the existence of this Agreement, ; provided that each party may disclose the term “Proprietary Information” will mean written, recorded, machine readable or other information provided terms and conditions of this Agreement to its immediate legal and financial consultants as required in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”ordinary course of its business. Information disclosed orally will not by MS regarding new products or new product releases shall be considered proprietary unless such presumed confidential, however disclosed. Each of the parties shall use its best efforts to protect the Confidential Information, which precautions shall be at least as great as the precautions it takes to protect its own confidential information. Each of the parties may disclose Confidential information is reduced only to writing its employees on a "need-to-know" basis. The parties may disclose Confidential Information as required by government or judicial order, provided that the disclosing Party and a copy is delivered to party gives the other Party within thirty party prompt notice of such order and complies with any protective order (30or equivalent) business days after imposed on such oral disclosure. The writing will also state parties shall notify each other promptly upon the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent unauthorized use or disclosure of Proprietary Confidential Information, it and will endeavor cooperate with each other in every reasonable way to assist the disclosing party in regaining possession of such Confidential Information and to prevent any further inadvertent disclosurefuture unauthorized use or disclosures.
26.4 Information will (b) The parties acknowledge that monetary damages may not be deemed proprietary a sufficient remedy for unauthorized disclosure or use of Confidential Information and that the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful actparties may seek, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by without waiving any other affiliate rights or subsidiary of the receiving Party prior to disclosureremedies, such injunctive or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period equitable relief as may be agreed in writing deemed proper by the Parties; or
26.4.5 is approved for release by written authorization a court of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rightscompetent jurisdiction.
26.5 Since either Party may choose (c) Company shall not to use issue any press release or announce any servicesadvertising concerning Company's relationship with MS and the Services hereunder, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the otherwithout MS's written pre-approval.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Vendor Agreement (Stream International Holdings Inc)
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by 8.1 During the Term, either Party during may have or may be provided access to the negotiations other’s confidential information, materials and manufacturing processes related to Components and Products. Provided such are marked in a manner reasonably intended to make the term recipient aware, or the recipient is sent written notice within forty-eight (48) hours of this Agreement disclosure, that the information or materials are “Confidential”, each Party will be protected by both Parties maintain such information in accordance with the terms provided hereinof this Agreement or any applicable separate non-disclosure agreement between Developer and Customer. In the absence of a written agreement, at a minimum each Party shall maintain such information in confidence and limit disclosure on a need to know basis, take all reasonable precautions to prevent unauthorized disclosure, and treat such information at least as carefully as it treats its own information of a similar nature, until the information becomes publicly available through no fault of the non-disclosing party. Customer’s employees who access Developer’ facilities may be required to sign a separate non-disclosure agreement prior to admittance to Developer’ facilities.
26.2 As used 8.2 In no event shall any particular information of a disclosing party be considered Confidential information of the disclosing party if such information:
(a) was in this Agreement, the term “Proprietary Information” will mean receiving party’s possession prior to the disclosure as demonstrated by written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved dated documentation in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence possession of the receiving Partyparty;
(b) was in the public domain at the time of the disclosure or subsequently enters into the public domain through no act of the receiving party; or
26.4.2 was known (c) comes into the receiving party’s possession from a lawful source without any restrictions on its disclosure or use by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosureparty; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3d) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement any requirements of law or request of a pursuant to any legal or investigative proceeding before any court or governmental or regulatory authority, agency or commission so long as the party compelled to make the disclosure is provides prior written notice to the disclosing party and reasonably co-operates with the disclosing party to obtain a protective order or other similar determination with respect to such Confidential information and then only to the extent required by operation of lawto be disclosed pursuant to such law or proceeding; or
26.4.7 is furnished to a third party (e) has been independently developed by the disclosing Party party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreementof the Confidential information.
Appears in 1 contract
Confidentiality and Publicity. 26.1 All proprietary 13.1 Each party shall keep and procure to be kept secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under this Agreement and shall not use nor disclose the same save for the purposes of the proper performance of this Agreement or with the prior written consent of the other party. Where disclosure is made to any employee, consultant, or agent, it shall be done subject to obligations equivalent to those set out in this Agreement and each party agrees to use all reasonable endeavours to procure that any such employee, consultant or agent complies with such obligations provided that each party shall continue to be responsible to the other party in respect of any disclosure or use of such Confidential Information by a person to whom disclosure is made.
13.2 The obligations of confidentiality in Clause 13.1 shall not extend to any information which the party that wishes to disclose such information can show:
(a) is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement; or
(b) was in its written records prior to the Commencement Date and not subject to any confidentiality obligations; or
(c) was independently disclosed to it by a third party entitled to disclose the same; provided that the obligations of confidentiality in Clause 13.1 in all events shall apply to any secret or confidential information included in the Intellectual Property assigned or transferred to the Customer under the IP Assignment except to the extent that subparagraph (“Proprietary Information”a) disclosed by either Party during the negotiations and the term of this Agreement Clause 13.2 is applicable to any such information.
13.3 Notwithstanding the foregoing, neither party will be protected in breach of its obligations under Clause 13.1 if such party is required under any applicable law, or by both Parties in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable order of a court or other information provided in tangible form governmental body or authority of competent jurisdiction to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Confidential Information of the other Party party, provided that party notifies the other party of the need to make the disclosure, only discloses such Confidential Information as is strictly required in whole order to comply with its legal obligations and cooperates with any attempt by the other party to obtain a protective or in part, including derivations, other appropriate relief with respect thereto.
13.4 Neither party shall make any announcement or otherwise publicise the existence of or disclose to any third party for a period person the terms of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information without the prior written consent of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding party (such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty consent not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is unreasonably withheld or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed delayed) except to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is extent required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, law or any other publicity matter relating directly or indirectly to this Agreementcompetent regulatory body.
Appears in 1 contract
Samples: Agreement for the Provision of Services (Integral Systems Inc /Md/)
Confidentiality and Publicity. 26.1 13.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
13.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
13.2.1. use it only for the purpose of performing under this Agreement,
13.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
13.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
13.3. Recipient shall have no obligation to safeguard Confidential Information
13.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
13.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient.
13.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
13.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
13.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 13.5. Each Party agrees that it will in the event of a breach of this §13 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions13.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This § 13.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
13.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
13.8. Except as otherwise expressly provided in this § 13, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation §222 of the Act.
Appears in 1 contract
Samples: Master Network Interconnection and Resale Agreement (Callwave Inc)
Confidentiality and Publicity. 26.1 21.1 All confidential or proprietary or confidential information (“Proprietary Information”) disclosed by either Party party during the negotiations and the term of this Agreement will shall be protected by both Parties the parties in accordance with the terms provided herein.
26.2 As used of this Section 21. All information which is disclosed by one party ("Disclosing Party") to the other ("Recipient") in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information ("CPNI") as that term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party is defined by the other Party regarding Act and the above referenced subject matter rules and which is marked proprietary or confidential with regulations of the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty FCC (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made"Confidential Information").
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 21.1.1 For a period of three eight (3) 8) years from receipt of Confidential Information, Recipient shall (i) use it only for the date purpose of disclosure unless performing under this Agreement, (ii) hold it in confidence and disclose it only to employees who have a need to know it in order to perform under this Agreement, and (iii) safeguard it from unauthorized use of Disclosure using no less than the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary with which Recipient safeguards it own Confidential Information. If Recipient wishes to disclose the Discloser's Confidential Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by agent or consultant in order to perform Recipient' s obligations hereunder, such third party must have executed a written agreement comparable in scope to the disclosing Party without a similar restriction on the third party’s rightsterms of this Section 21.
26.5 Since either 21.1.2 Recipient shall have no obligation to safeguard Confidential Information (i) which was in the Recipient's possession free of MCImetro-BellSouth Mississippi Interconnection Agreement restriction prior to its receipt from Disclosing Party, (ii) which becomes publicly known or available through no breach of this Agreement by Recipient, (iii) which is rightfully acquired by Recipient free of restrictions on its Disclosure, or (iv) which is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient agrees to comply with any protective order that covers the Confidential Information to be disclosed.
21.1.3 Each party agrees that Disclosing Party would be irreparably injured by a breach of this Section 21 by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the event of any breach of this Section 21. Such remedies shall not be exclusive, but shall be in addition to all other remedies available at law or in equity.
21.2 CPNI related to MCIm's subscribers obtained by virtue of Local Interconnection or any other service provided under this Agreement shall be MCIm's proprietary information and may choose not be used by BellSouth for any purpose except performance of its obligations under this Agreement, and in connection with such performance, shall be disclosed only to employees with a need to know, unless the MCIm subscriber expressly directs MCIm to disclose such information to BellSouth pursuant to the requirements of Section 222(c)(2) of the Act. In the event such authorization is obtained, BellSouth may use or announce any servicesdisclose only such information as MCIm provides pursuant to such authorization and may not use information that BellSouth has otherwise obtained, products directly or marketing techniques relating indirectly, in connection with its performance under this Agreement. CPNI related to these discussions or BellSouth's subscribers obtained by virtue of Local Interconnection shall be BellSouth's proprietary information gained or exchanged during the discussions, both Parties acknowledge that one is and may not responsible or liable be used by MCIm for any business decisions made by purpose except performance of its obligations under this Agreement, and in connection with such performance shall be disclosed only to employees with a need to know, unless the other in reliance upon any disclosures made during any meeting between BellSouth subscriber expressly directs BellSouth to disclose such information to MCIm pursuant to the Parties or in reliance on any results requirements of Section 222(c)(2) of the discussionsAct. The furnishing of Proprietary Information In the event such authorization is obtained, MCIm may use or disclose only such information as BellSouth provides pursuant to one Party by the other Party will such authorization and may Part A - 17 MCImetro-BellSouth Mississippi Interconnection Agreement not obligate either Party to enter into any further agreement use information that MCIm has otherwise obtained, directly or negotiation indirectly, in connection with the otherits performance under this Agreement.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 21.3 Unless otherwise mutually agreed upon, neither Party will party shall publish or use the other Party’s party's logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s party's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter.
21.4 Neither party shall produce, publish or indirectly distribute any press release or other publicity referring to the other party or its Affiliates, or announcing the execution or discussing the terms of this AgreementAgreement without prior notice to the other party. In no event shall either party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
21.5 Except as otherwise expressly provided in this Section 21, nothing herein shall be construed as limiting the rights of either party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Confidentiality and Publicity. 26.1 All proprietary The Parties (which will include the Named Plaintiffs, Class Counsel, Defendant, and Defendant’s Counsel) agree that they shall not make any comment relating to this matter, the amount of the settlement, this Agreement or confidential information (“Proprietary Information”) disclosed any other document related thereto or distributed to Class Counsel in this matter, by either Party during way of printed materials, articles, ads, blogs, emails, or any social media other than what is required by the negotiations Court to approve the settlement and this Settlement Agreement and administer the settlement proceeds, except Class Counsel and/or the Settlement Administrator will host an information-only website regarding the Action and the term settlement, with Plaintiffs able to refer Class Members to Class Counsel and the website if asked about the Action and/or settlement. The website text will not reference the monetary terms of the settlement, though the website may contain a link to the Settlement Agreement and Settlement Class Notice. The Parties further agree that the settlement will be deemed confidential to the extent permitted by the Court, and that upon execution of this Settlement Agreement the Parties will be protected by both Parties not in accordance with the terms provided herein.
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party any manner that is not required by the other Party regarding Court to approve the above referenced subject matter settlement and which administer the settlement proceeds inform, disclose, or discuss with any person the terms, fact of, or amounts paid pursuant to this Settlement Agreement. If asked about this dispute by anyone who is marked proprietary or confidential with the appropriate owner corporation namenot a Class Member, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party state solely that “the matter has been resolved.” No party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importanceissue any press releases, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three website postings (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure beyond what is required by operation the Court to approve the settlement and administer the settlement proceeds), social media, or press outreach regarding this matter, the terms of law; or
26.4.7 is furnished to a third party the settlement or this Settlement Agreement. If contacted by the disclosing Party without a similar restriction media at any time, the Parties will say, “'the matter has been resolved.” At no time will the Parties make any reference to BiteSquad in any communications related to this Action, including on Class Counsel’s website (including the website address and metadata), social media, any public interface, or to the media. Plaintiffs and Class Counsel will not make (or direct anyone to make) any negative or derogatory comment to any third party’s rights.
26.5 Since either Party may choose , including the press or current employees, consultants, customers, and prospects of Defendant, regarding Defendant or BiteSquad, their affiliates, employees, agents, business, products, or related activities. This provision does not to use or announce preclude the Parties from making any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made communications required by the other in reliance upon any disclosures made during any meeting between Court to approve the Parties settlement or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Settlement Agreement and its Attachments is subject to administer the Parties’ prior written consentsettlement proceeds. Notwithstanding the above, Class Counsel can communicate with Class Members as appropriate.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Settlement Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 21.1 All confidential or proprietary or confidential information (“Proprietary Information”) disclosed by either Party party during the negotiations and the term of this Agreement will shall be protected by both Parties the parties in accordance with the terms provided herein.
26.2 As used of this Section 21. All information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Subscriber Proprietary Network Information (“CPNI”) as that term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party is defined by the other Party regarding Act and the above referenced subject matter rules and which is marked proprietary or confidential with regulations of the appropriate owner corporation name, e.g., FCC (“Frontier ProprietaryConfidential Information”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made).
26.3 Each 21.1.1 For a period of ten (10) years from receipt of Confidential Information, Recipient shall (i) use it only for the purpose of performing under this Agreement, (ii) hold it in confidence and disclose it only to employees who have a need to know it in order to perform under this Agreement, and (iii) safeguard it from unauthorized use or Disclosure using no less than the degree of care with which Recipient safeguards its own Confidential Information. Recipient must obtain written authorization from Disclosing Party agrees that it will not disclose before any Proprietary discussion of Confidential Information of the other Party in whole or in part, including derivations, to with any third party for agent, contractor or consultant, unless such third party has executed a period written agreement comparable in scope to the terms of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureSection 21.
26.4 Information will not be deemed proprietary and the receiving Party will 21.1.2 Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (i) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (ii) which becomes publicly known or available or otherwise known to Recipient through no wrongful actbreach of this Agreement by Recipient, fault (iii) which is rightfully acquired by Recipient free of restrictions on its Disclosure, or negligence (iv) which is independently developed by personnel of Recipient to whom the Disclosing party’s Confidential Information had not been previously disclosed. Either party shall have the right to disclose Confidential Information to any mediator, arbitrator, state or federal regulatory body, the Department of Justice or any court in the conduct of any mediation, arbitration, approval or appeal of this Agreement. Recipient may disclose Confidential Information if required by law, a court, or governmental agency, provided that Disclosing Party has been notified of the receiving Party; orrequirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing such information until Disclosing Party has had reasonable time to obtain a protective order. Recipient agrees to comply with any protective order that covers the Confidential Information to be disclosed.
26.4.2 was known 21.1.3 Each party agrees that Disclosing Party would be irreparably injured by a breach of this Section 21 by Recipient or its representatives and that Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in the receiving Party event of any breach of this Section 21. Such remedies shall not be exclusive, but shall be in addition to all other remedies available at law or in equity.
21.2 CPNI related to MCIm’s subscribers obtained by virtue of Interconnection or any other affiliate or subsidiary service provided under this Agreement shall be MCIm’s proprietary information and may not be used by SWBT for any purpose except performance of its obligations under this Agreement, and in connection with such performance, shall be disclosed only to employees with a need to know, unless the MCIm subscriber expressly directs MCIm to disclose such information to SWBT pursuant to the requirements of Section 222(c)(2) of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by Act. If SWBT seeks and obtains written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not approval to use or announce disclose such CPNI from MCIm’s subscribers, such approval shall be obtained only in compliance with Section 222(c)(2) and, in the event such authorization is obtained, SWBT may use or disclose only such information as MCIm provides pursuant to such authorization and may not use information that SWBT has otherwise obtained, directly or indirectly, in connection with its performance under this Agreement. Similarly, CPNI related to SWBT’s subscribers obtained by virtue of Interconnection shall be SWBT’s proprietary information and may not be used by MCIm for any servicespurpose except performance of its obligations under this Agreement, products and in connection with such performance shall be disclosed only to employees with a need to know, unless the SWBT subscriber expressly directs SWBT to disclose such information to MCIm pursuant to the requirements of Section 222(c)(2) of the Act. If MCIm seeks and obtains written approval to use or marketing techniques relating disclose such CPNI from SWBT’s subscribers, such approval shall be obtained only in compliance with Section 222(c)(2) of the Act and, in the event such authorization is obtained, MCIm may use or disclose only such information as SWBT provides pursuant to these discussions such authorization and may not use information that MCIm has otherwise obtained, directly or information gained or exchanged during the discussionsindirectly, both Parties in connection with its performance under this Agreement. The parties acknowledge that one is not responsible an individual end user may simultaneously seek to become or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results be a subscriber of the discussionsboth parties. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting is intended to one Party a license, limit the ability of either express party to use subscriber-specific information lawfully obtained from end users or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by sources other than the other Disclosing Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 21.3 Unless otherwise agreed uponin writing, neither Party will party shall publish or use the other Party’s party's logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s party's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter.
21.4 Neither party shall produce, publish, or indirectly distribute any press release or other publicity referring to the other party or its Affiliates, or to this Agreement, without the prior written approval of the other party. Each party shall obtain the other party’s prior approval before discussing this Agreement in any press or media interviews.
21.5 Except as otherwise expressly provided in this Section 21, nothing herein shall be construed as limiting the rights of either party with respect to its subscriber information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
14.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
14.3. Recipient shall have no obligation to safeguard Confidential Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, or symbols or words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This Section shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
14.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
14.8. Except as otherwise expressly provided in this Section, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation §222 of the Act.
Appears in 1 contract
Samples: Master Resale Agreement
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
15.3. Recipient shall have no obligation to safeguard Confidential Information
15.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
15.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
15.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this §15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 10.1. All proprietary or confidential information (“Proprietary Information”) which is disclosed by either one Party during ("Disclosing Party") to the negotiations and the term of this Agreement will be protected by both Parties other ("Recipient") in accordance connection with the terms provided herein.
26.2 As used in this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information ("CPNI") as that term “is defined by the Act and the rules and regulations of the FCC ("Confidential and/or Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made").
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 10.2. For a period of three years from receipt of Confidential Information, Recipient shall (1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 10.3. Recipient shall have no obligation with respect to any such information which:
26.4.1 is safeguard Confidential Information (1) which was in the Recipient's possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publiclyknown or becomes publicly known available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictionson its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient will comply with any protective order that covers the Confidential Information to a third party by the disclosing Party without a similar restriction on the third party’s rightsbe disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions10.4. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, or symbols or words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to publicitymatter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This §
Appears in 1 contract
Samples: CMRS Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information (“Proprietary Information”) disclosed by either Party during 16.1 The parties agree that the negotiations and the term contents of this Agreement will and its terms and conditions shall be protected by both Parties kept confidential. It is being understood, however, that this shall not restrict either party from giving full information on this Agreement to (i) external auditors and other Representative, (ii) governmental or regulatory bodies having jurisdiction over the party and (iii) service providers to the extent necessary to enable such to perform their duties in accordance connection with the terms provided hereinthis Agreement.
26.2 As used 16.2 Notwithstanding the above, the Client acknowledges and agrees that the Facilitator shall have access to the Client’s EOD Files to the extent required by the Facilitator to update its trading platform from time to time.
16.3 The Receiving Party agrees to keep confidential and not to disclose or use except in performance of its obligations under this Agreement, Confidential Information related to the term “Proprietary Disclosing Party’s technology or business provided by the Disclosing Party or its Representatives to the Receiving Party (or its Representatives or outsourcing providers) in connection with this Agreement whether disclosed previously, currently or subsequently, hereunder or otherwise. Each party shall use reasonable precautions to protect the other’s Confidential Information and employ at least those precautions that such party employs to protect its own confidential or proprietary information.
16.4 Each party, with providing prior reasonable written notice to the Disclosing Party, may disclose such Confidential Information to the minimum extent possible that is required to be disclosed pursuant to the lawful requirement or upon request of a governmental entity or regulatory agency, provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the other party to do so.
16.5 The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information” , there may be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law, and to be indemnified by the Receiving Party from any loss or harm, including without limitation, lost profits and attorney’s fees, in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorized use or release of any such Confidential Information. The Receiving Party will mean written, recorded, machine readable notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebreach.
26.3 Each Party agrees that it will not 16.6 Except as required by law or upon request from any governmental or regulatory authority, no party shall disclose any Proprietary Information the existence of this Agreement or the other Party in whole or in part, including derivations, relationship among the parties to any third party for a period of three (3) years from without the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information prior written consent of the other Party provided that:
26.3.1 parties. Any press releases or publicity relating to this Agreement shall be approved by each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information parties and informs its employees and agents who have access to no publicity shall be released without such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consentapproval.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Confidentiality and Publicity. 26.1 9.1 All proprietary or confidential information (“Proprietary Information”) which is disclosed by either one Party during ("Disclosing Party") to the negotiations and the term of this Agreement will be protected by both Parties other ("Recipient") in accordance connection with the terms provided herein.
26.2 As used in this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information ("CPNI") as that term “is defined by the Act and the rules and regulations of the FCC ("Confidential and/or Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made").
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for 9.2 For a period of three years from receipt of Confidential Information, Recipient shall (1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 9.3 Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient's possession free of restriction prior to its receipt from Disclosing Party, (2) which March 6, 2015/kjc/New Cingular/CMRS/SC (vl-7-13) Page 11 DocuSEignnveloIpDe8: 5166D12-5D64-4CE9-ACE2-1CE470E15565 becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party's Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by law, a court, or governmental agency, if the Parties; or
26.4.5 is approved for release by written authorization Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient will comply with any protective order that covers the Confidential Information to a third party by the disclosing Party without a similar restriction on the third party’s rightsbe disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 9.4 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, or symbols or words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 14.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party
14.2. As to such Confidential and/or Proprietary Information, during the negotiations and the term of this Agreement will be protected by both Parties Agreement, and for a period of one
(1) year thereafter, Recipient shall
14.2.1. use it only for the purpose of performing under this Agreement,
14.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
14.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “degree of care with which Recipient safeguards its own Confidential Information and/or Proprietary Information” will mean written, recorded, machine readable but in no event less than a reasonable degree of care.
14.3. Recipient shall have no obligation to safeguard Confidential and/or Proprietary Information
14.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
14.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
14.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
14.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
14.4. Recipient may disclose Confidential and/or Proprietary Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential and/or Proprietary Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 14.5. Each Party agrees that it will in the event of a breach of this Section 14 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions14.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service xxxx, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 15.1. All proprietary or confidential information which is disclosed by one Party (“Proprietary Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information includes but is not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential Information”) disclosed by either Party during the negotiations and ).
15.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of five (5) year thereafter, Recipient shall:
15.2.1. use Confidential Information only for the purpose of performing under this Agreement,
15.2.2. hold Confidential Information in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
15.2.3. safeguard Confidential Information from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written.
15.3. Recipient shall have no obligation to safeguard Confidential Information which:
15.3.1. was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
15.3.2. becomes publicly known or available through no breach of this Agreement by Recipient,
15.3.3. is rightfully acquired by Recipient free of restrictions on its Disclosure, recordedor
15.3.4. is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
15.4. Recipient may disclose Confidential Information if required by law, machine readable a court, or other information provided in tangible form governmental agency, if the Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and the Recipient undertakes all lawful measures to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 15.5. Each Party agrees that it will in the event of a breach of this Section 15 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions15.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Confidentiality and Publicity. 26.1 9.1. All proprietary or confidential information which is disclosed by one Party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and Customer Proprietary Network Information (“CPNI”) as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and the term of this Agreement will be protected by both Parties in accordance with the terms provided herein).
26.2 As used in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”9.2. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, to any third party for For a period of three years from receipt of Confidential Information, Recipient shall
(1) use it only for the purpose of performing under this Agreement, (2) hold it in confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and (3) years safeguard it from unauthorized use or Disclosure using no less than the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for with which Recipient safeguards its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Confidential Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will 9.3. Recipient shall have no obligation with respect to any such information which:
26.4.1 is or safeguard Confidential Information (1) which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party, (2) which becomes publicly known or available through no wrongful actbreach of this Agreement by Recipient, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following which is rightfully acquired by Recipient free of restrictions on its initial disclosure Disclosure, or such other nondisclosure period as (4) which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed. Recipient may be agreed in writing disclose Confidential Information if required by the Parties; or
26.4.5 is approved for release by written authorization law, a court, or governmental agency, provided that Disclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to avoid disclosing Party; or
26.4.6 is disclosed pursuant such information until Disclosing Party has had reasonable time to obtain a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished protective order. Recipient agrees to a third party by comply with any protective order that covers the disclosing Party without a similar restriction on the third party’s rightsConfidential Information to be disclosed.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions9.4. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s logo, trademark, service mark, name, language, pictures, or symbols or words from which the other Party’s name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §9.4 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
9.5. Neither Party shall produce, publish, or distribute any press release or other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each Party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
9.6. Except as otherwise expressly provided in this Section 9, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation Section 222 of the Act.
Appears in 1 contract
Samples: Interconnection Agreement
Confidentiality and Publicity. 26.1 13.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
13.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
13.2.1. use it only for the purpose of performing under this Agreement,
13.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
13.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
13.3. Recipient shall have no obligation to safeguard Confidential Information
13.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
13.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
13.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
13.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
13.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, if the appropriate owner corporation nameDisclosing Party has been notified of the requirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and the Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient will comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 13.5. Each Party agrees that it will in the event of a breach of this Section 13 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions13.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly or indirectly to matter, except that nothing in this Agreement.paragraph shall prohibit a Party from engaging in valid comparative advertising. This
Appears in 1 contract
Samples: Master Interconnection, Collocation and Resale Agreement
Confidentiality and Publicity. 26.1 All proprietary or confidential information 17.1. This clause 17 applies to Confidential Information disclosed by one Party (“Proprietary Informationthe Disclosing Party”) disclosed by either to the other (“the Receiving Party”) under or in connection with this Agreement.
17.2. The Receiving Party during shall only use the negotiations and Confidential Information solely for the term purposes of this Agreement will be protected by both Parties performing its obligations in accordance with the terms provided hereinof this Agreement.
26.2 As used 17.3. The Receiving Party will exercise in this Agreement, the term “Proprietary Information” will mean written, recorded, machine readable or other information provided in tangible form to one Party by the other Party regarding the above referenced subject matter and which is marked proprietary or confidential with the appropriate owner corporation name, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless such information is reduced to writing by the disclosing Party and a copy is delivered relation to the other Party within thirty (30) business days after such oral disclosureDisclosing Party’s Confidential Information a reasonable and appropriate degree of care and protection.
17.4. The writing will also state the place, date and person(s) Receiving Party undertakes not to whom disclosure was made.
26.3 Each Party agrees that it will not disclose any Proprietary Information of the other Party in whole or in part, including derivations, Disclosing Party’s Confidential Information to any third party except that it may disclose such Confidential Information to its employees, professional advisors, agents or sub-contractors but only to the extent necessary for the performance of its obligations under this Agreement. The Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.
17.5. The Receiving Party undertakes to destroy or return (at the Disclosing Party’s discretion) to the Disclosing Party all Confidential Information in its possession, custody or control on receipt of a period request to that effect and, in any event, upon termination or expiry of three this Agreement.
17.6. Without prejudice to any other rights or remedies that either Party may be entitled to, the Parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both Parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.
17.7. The provisions of this clause 17 are of indefinite duration but shall not apply to any Confidential Information:
17.7.1. to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Receiving Party;
17.7.2. which the Receiving Party can show by its written records was in its possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or
17.7.3. has been independently developed by the Receiving Party without use of the Confidential Information; or
17.7.4. which is required to be disclosed by law.
17.8. No publicity or advertising shall be released by the Contractor in connection with the subject matter of this Agreement without the prior written approval of DCC, which shall not unreasonably be withheld or delayed.
17.9. Notwithstanding anything else to the contrary in the Agreement, if the DCC receives a request for information from a Regulatory Body or the Secretary of State (3as applicable) years from under condition 29 of the DCC Licence (each, an "Information Request"), the Contractor acknowledges that the DCC may be obliged to disclose Contractor's Confidential Information under the requirements of the relevant Information Request provided that if and to the extent that it is practicable and lawful for it to do so, DCC shall give prompt notice to the Contractor prior to the required disclosure and shall cooperate with the Contractor regarding the form, nature, content and purpose of such disclosure or any action which Contractor may reasonably take to challenge the validity or extent of such disclosure obligation. The DCC shall be responsible for determining in its absolute discretion whether any Contractor's Confidential Information is required to be disclosed to a Regulatory Body and/or the Secretary of State in accordance with the relevant Information Request. The Contractor shall cooperate with each and every Information Request.
17.10. The terms of this clause 17 shall supersede and replace any non-disclosure agreement entered into between the parties prior to the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosure.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed upon, neither Party will publish or use the other Party’s name, language, pictures, or symbols from which the other Party’s name may be reasonably inferred or implied in any advertising, promotion, or any other publicity matter relating directly or indirectly to this Agreement.
Appears in 1 contract
Samples: Contract for Services
Confidentiality and Publicity. 26.1 13.1. All proprietary or confidential information which is disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and proprietary to the Disclosing Party and subject to this Agreement, such information including but not limited to, orders for services, usage information in any form, and CPNI as that term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”) disclosed by either Party during the negotiations and ).
13.2. During the term of this Agreement will be protected by both Parties Agreement, and for a period of one (1) year thereafter, Recipient shall
13.2.1. use it only for the purpose of performing under this Agreement,
13.2.2. hold it in accordance with the terms provided herein.
26.2 As used confidence and disclose it only to employees or agents who have a need to know it in order to perform under this Agreement, and
13.2.3. safeguard it from unauthorized use or Disclosure using no less than the term “Proprietary degree of care with which Recipient safeguards its own Confidential Information” will mean written, recorded, machine readable .
13.3. Recipient shall have no obligation to safeguard Confidential Information
13.3.1. which was in the Recipient’s possession free of restriction prior to its receipt from Disclosing Party,
13.3.2. which becomes publicly known or other information provided in tangible form to one Party available through no breach of this Agreement by the other Party regarding the above referenced subject matter and Recipient,
13.3.3. which is marked proprietary rightfully acquired by Recipient free of restrictions on its Disclosure, or
13.3.4. which is independently developed by personnel of Recipient to whom the Disclosing Party’s Confidential Information had not been previously disclosed.
13.4. Recipient may disclose Confidential Information if required by law, a court, or confidential with governmental agency, provided that Disclosing Party has been notified of the appropriate owner corporation namerequirement promptly after Recipient becomes aware of the requirement, e.g., “Frontier Proprietary”. Information disclosed orally will not be considered proprietary unless and provided that Recipient undertakes all lawful measures to avoid disclosing such information is reduced until Disclosing Party has had reasonable time to writing by obtain a protective order. Recipient agrees to comply with any protective order that covers the disclosing Party and a copy is delivered Confidential Information to the other Party within thirty (30) business days after such oral disclosure. The writing will also state the place, date and person(s) to whom disclosure was madebe disclosed.
26.3 13.5. Each Party agrees that it will in the event of a breach of this §13 by Recipient or its representatives, Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance. Such remedies shall not disclose any Proprietary Information of the be exclusive, but shall be in addition to all other Party in whole remedies available at law or in part, including derivations, to any third party for a period of three (3) years from the date of disclosure unless the Parties agree to modify this Agreement to provide for a different nondisclosure period for specific materials. Neither Party will be liable for inadvertent or accidental disclosure of Proprietary Information of the other Party provided that:
26.3.1 each Party uses at least the same degree of care in safeguarding such Proprietary Information as it uses for its own proprietary information of like importance, and such degree of care will be reasonably calculated to prevent such inadvertent disclosure;
26.3.2 it limits access to such Proprietary Information to its employees and agents who are directly involved in the consideration of the Proprietary Information and informs its employees and agents who have access to such Proprietary Information of its duty not to disclose; and
26.3.3 upon discovery of any such inadvertent disclosure of Proprietary Information, it will endeavor to prevent any further inadvertent disclosureequity.
26.4 Information will not be deemed proprietary and the receiving Party will have no obligation with respect to any such information which:
26.4.1 is or becomes publicly known through no wrongful act, fault or negligence of the receiving Party; or
26.4.2 was known by the receiving Party or by any other affiliate or subsidiary of the receiving Party prior to disclosure, or is at any time developed by the receiving Party independently of any such disclosure; or
26.4.3 was disclosed to the receiving Party by a third party who was free of obligations of confidentiality to the disclosing Party; or
26.4.4 is disclosed or used by the receiving Party, not less than three (3) years following its initial disclosure or such other nondisclosure period as may be agreed in writing by the Parties; or
26.4.5 is approved for release by written authorization of the disclosing Party; or
26.4.6 is disclosed pursuant to a requirement or request of a governmental agency or disclosure is required by operation of law; or
26.4.7 is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights.
26.5 Since either Party may choose not to use or announce any services, products or marketing techniques relating to these discussions or information gained or exchanged during the discussions, both Parties acknowledge that one is not responsible or liable for any business decisions made by the other in reliance upon any disclosures made during any meeting between the Parties or in reliance on any results of the discussions13.6. The furnishing of Proprietary Information to one Party by the other Party will not obligate either Party to enter into any further agreement or negotiation with the other.
26.6 Nothing contained in this Agreement will be construed as granting to one Party a license, either express or implied, under any patent, copyright, or trademark, now or hereafter owned, obtained, controlled, or which is or may be licensable by the other Party.
26.7 All publicity regarding this Agreement and its Attachments is subject to the Parties’ prior written consent.
26.8 Unless otherwise agreed uponagreed, neither Party will shall publish or use the other Party’s 's logo, trademark, service mark, name, language, pictures, symbols or symbols words from which the other Party’s 's name may reasonably be reasonably inferred or implied in any advertisingproduct, service, advertisement, promotion, or any other publicity matter relating directly matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §13.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or indirectly used in connection with services by the other Party or its Affiliates, except as expressly permitted by the other Party.
13.7. Neither Party shall produce, publish, or distribute any press release nor other publicity referring to the other Party or its Affiliates, or referring to this Agreement, without the prior written approval of the other Party. Each party shall obtain the other Party’s prior approval before discussing this Agreement in any press or media interviews. In no event shall either Party mischaracterize the contents of this Agreement in any public statement or in any representation to a governmental entity or member thereof.
13.8. Except as otherwise expressly provided in this §13, nothing herein shall be construed as limiting the rights of either Party with respect to its customer information under any applicable law, including without limitation §222 of the Act.
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