Common use of Confidentiality and Publicity Clause in Contracts

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 6 contracts

Samples: Exclusive License Agreement (Alpha Healthcare Acquisition Corp.), Exclusive License Agreement (Alpha Healthcare Acquisition Corp.), Exclusive License Agreement (Alpha Healthcare Acquisition Corp.)

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Confidentiality and Publicity. 8.1 Subject to A. During the parties’ rights and obligations pursuant to course of this Agreement, YALE either party may have or may be provided access to the other’s confidential information and LICENSEE agree materials. Provided such information or materials are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight (48) hours of disclosure, that during the term information or materials are “Confidential”, each party agrees to maintain such information in accordance with the terms of this Agreement and the CNDA referenced on the signature page of this Agreement or any applicable separate nondisclosure agreement between Buyer and Supplier. In the absence of a CNDA or other written agreement, 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. Supplier’s employees who access Buyer’s facilities may be required to sign a separate non-disclosure agreement prior to admittance to Buyer’s facilities (referred to in Addendum D as “Unescorted Access Application forms”). Supplier shall not use any of the confidential information created for [***] thereafterBuyer other than for Buyer. B. The parties agree that neither will disclose the existence of this Agreement or relationship (other than under NDA after delivery of working samples of Items), each nor any of themthe details of this Agreement at any time, to any third party without the specific, written consent of the other, which may not be unreasonably delayed or withheld. If disclosure of this Agreement or any of the terms hereof is required by applicable law, rule, or regulation, or is compelled by a court or governmental agency, authority, or body, such as annual reports or S1 Filings: (ai) will keep 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 and will cause their AFFILIATES treatment request or protective order; (ii) the party compelled to keep confidential andmake disclosure shall (if reasonably possible) inform the other party at least ten (10) business days (i.e., not a Saturday, Sunday or a day on that banks are not open for business in the case geographic area in that the non-disclosing party’s principal office is located) in advance of LICENSEEthe disclosure, will include provisions in sublicenses requiring its SUBLICENSEES and (iii) the party compelled to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by make disclosure shall give the other partyparty a reasonable opportunity to review and comment upon the disclosure, by taking (and any request for confidential treatment or including provisions a protective order pertaining thereto, prior to making such disclosure. However, the parties may disclose this Agreement in sublicenses requiring confidence to be taken) whatever action their respective legal counsel, accountants, bankers and financing sources as necessary in connection with obtaining services from such third parties; and to investors or potential investors who are under an obligation of confidentiality at least as restrictive as that contained in the CNDA. Neither party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not may use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement name or disclose trademarks in any type of advertisement materials, web sites, press releases, interviews, articles, brochures, business cards, project reference or client listings without the other’s CONFIDENTIAL INFORMATION written consent, which may not be unreasonably delayed or withheld. For Intel, a request for such consent should be addressed to any third parties (other than the Director of Corporate Purchasing and/or the Vice President of Materials, and for Supplier, a request for such consent should be addressed to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; andGeneral Counsel, (d) will, within [***] of C. The obligations stated in this Section 12 shall survive the expiration or termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 6 contracts

Samples: Master Purchase Agreement (Aquantia Corp), Master Purchase Agreement (Aquantia Corp), Master Purchase Agreement (Aquantia Corp)

Confidentiality and Publicity. 8.1 Subject 11.1 Each party undertakes to the parties’ rights other to: (A) keep confidential all information of commercial value, in whatever form or medium, which has been kept confidential by the party (or any of its Affiliates) from whom the information originates and obligations pursuant to this Agreement, YALE and LICENSEE agree that which has not come into the public domain during the term of this Agreement in breach of any obligation of confidence, including information relating to the E-Learning System or any of its constituent parts, the Source Code relating to the E-Learning System or any such parts, commercial or technical know-how, technology, information pertaining to business operations and for [***] thereafterstrategies, each of them:and information pertaining to customers, pricing and marketing “Confidential Information”); (aB) will keep confidential and will cause their AFFILIATES not to keep confidential and, disclose the Confidential Information of the other party in the case whole or in part to any other person without such other party's written consent save those of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES employees who need to keep confidential, CONFIDENTIAL INFORMATION disclosed have access to it by the in order for such other party, by taking (or including provisions in sublicenses requiring party to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying carry out its rights and responsibilities obligations under this Agreement; and (cC) will not use the Confidential Information of the other party solely in connection with carrying out its obligations under this Agreement or in connection with its implementation. 11.2 The provisions of this Clause 11 shall not apply to the whole or any part of the Confidential Information to the extent that it is: (A) already in the party’s CONFIDENTIAL INFORMATION 's possession prior to receipt from the other party other than as expressly permitted by a result of a breach of this Agreement or disclose Clause 11; (B) received from a third party not under an obligation of confidence; (C) in the other’s CONFIDENTIAL INFORMATION to any third parties (public domain other than to agents under requirements as a result of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination a breach of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing partyClause 11; or (bD) is at the time of disclosure required to be divulged by any Court, tribunal or has become thereafter publicly known through no fault or omission attributable governmental authority with competent jurisdiction. 11.3 Each party will make all employees who have access to the recipient; or (c) is rightfully given to the recipient from sources independent other party's Confidential Information aware of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION confidentiality of the other party's Confidential Information and the provisions of this Clause 11 and will ensure that they comply with its terms. 8.3 11.4 If either party becomes aware of any breach of confidence by any of its employees in relation to the Confidential Information of the other party, it shall promptly notify the other party and give the other party all reasonable assistance in connection with any proceedings which the other party may institute against any such persons. 11.5 The terms provisions of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding Clause 11 shall survive the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION termination (including the terms expiry) of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 5 contracts

Samples: End User Licence Agreement, Service Agreement, Service Agreement

Confidentiality and Publicity. 8.1 8.1. Subject to the parties’ rights and obligations pursuant to this AgreementAGREEMENT, YALE and LICENSEE agree that during the term of this Agreement TERM and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring require its SUBLICENSEES to agree in writing with LICENSEE, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this AgreementAGREEMENT; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement AGREEMENT or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] sixty (60) days of termination of this AgreementAGREEMENT, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement AGREEMENT except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses8. 8.2 8.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order; or (f) is provided under the RESEARCH AGREEMENT (which CONFIDENTIAL INFORMATION shall be governed by the provisions of the RESEARCH AGREEMENT governing confidential information). 8.3 The 8.3. Except as required by law, neither party may disclose the financial terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding AGREEMENT without the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) prior written consent of the other party in response to a valid order of a court of competent jurisdiction or other supra-nationalparty, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, except that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the such terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents persons who agree in writing with a need LICENSEE to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYkeep such information confidential.

Appears in 4 contracts

Samples: License Agreement, License Agreement (Celldex Therapeutics, Inc.), License Agreement (Kolltan Pharmaceuticals Inc)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE ALS and LICENSEE Biohaven agree that during the term of this Agreement TERM and for [*** * *] years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEEBiohaven, will include provisions in sublicenses requiring its SUBLICENSEES LICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents (including, under requirements without limitation, advisors such as its attorneys and accountants) (collectively, “REPRESENTATIVES”)who are advised of confidentialityits confidential nature, who agree to keep such confidential and who need to know such CONFIDENTIAL INFORMATION for purposes of carrying out its rights and responsibilities under this Agreement, except that Biohaven may disclose Confidential Information to its investors. potential investors, banks, AFFILIATES, LICENSEES, ASSIGNEES and advisors; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents its REPRESENTATIVES under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will be responsible for any breach by this Article 8 by its REPRESENTATIVES as if such REPRESENTATIVES were party hereto; and (e) will, within [*** * *] days of termination of this Agreement, destroy or return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party is, to the extent legally permissible, given prompt written notice and an opportunity to seek a protective order. 8.3 The financial terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 3 contracts

Samples: Als Biopharma Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Als Biopharma Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Als Biopharma Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term TERM of this Agreement and for [***] years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) THIRD PARTIES under any circumstance without advance written permission from the other party; and (d) will, within [***] days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 8. [***] Certain information in this document has been omitted and any surviving clausesfiled separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party.; or 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreemente) of the other party in response is required to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if be disclosed by law in the reasonable opinion of the receiving partyrecipient’s legal counselattorney, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to but only after the disclosing party is given prompt written notice and given the disclosing party a reasonable an opportunity to obtain seek a protective order. 8.5 Notwithstanding 8.3 Except as required by law, neither party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) Agreement without the prior written consent of the other party, however LICENSEE may disclose such financial terms to AFFILIATES, SUBLICENSEES, investors, prospective potential investors and acquirers, employees, consultants and agents with a need in LICENSEE who have agreed to know, collaborators, prospective collaborators and other third parties in respect the chain confidentiality of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least such information. 8.4 Except as protective of CONFIDENTIAL INFORMATION as those otherwise provided in Article 8.3, no public announcement or other disclosure to THIRD PARTIES concerning the existence or terms of this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution AGREEMENT shall be made by either Party, except to the extent legally required, without first obtaining the written approval and agreement of any patent applications the other Party on the nature and text of such public announcement or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYdisclosure.

Appears in 3 contracts

Samples: License Agreement (Mirna Therapeutics, Inc.), License Agreement (Mirna Therapeutics, Inc.), License Agreement (Mirna Therapeutics, Inc.)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParty, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentialitytheir respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, provided that each Party is permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or applicable securities exchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto (the “Permitted Disclosure”), (ii) under in the event that any circumstance without advance written permission from Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other party; and (d) will, within [***] Party with prompt written notice of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by such requirement so that the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Article 8 Section 5.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall (iii) in the event that such protective order or other remedy is not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to obtained, or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms Party waives compliance with this Section 5.2(a), furnish only that portion of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use such confidential information which is legally required to be provided and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response exercise its reasonable endeavors to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 5.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective orderwas not disclosed in breach of this Agreement by such Party. 8.5 Notwithstanding the foregoing(b) No Party shall make, LICENSEE may use and disclose or cause to be made, any CONFIDENTIAL INFORMATION (including the terms press release or public announcement in respect of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by the Selling Shareholder) or of the Selling Shareholder (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of unless otherwise required by Law, any patent applications Government Authority or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYapplicable securities exchange.

Appears in 3 contracts

Samples: Share Transfer Agreement (Tencent Holdings LTD), Share Transfer Agreement (JOYY Inc.), Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential The Company and will cause their AFFILIATES to keep confidential andeach Purchaser recognize that, in connection with the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination performance of this Agreement, return all each party (in such capacity, the CONFIDENTIAL INFORMATION “Disclosing Party”) may disclose Confidential Information (as defined below) to other parties (each, in such capacity, a “Receiving Party”). For purposes of this Agreement, “Confidential Information” means information disclosed to it by the other party pursuant to Disclosing Party in connection with the transactions contemplated under this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: is (a) is shown to have been known to or developed proprietary (whether owned by the recipient prior Disclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation), confidential or otherwise non-public including, but not limited to, the business, future plans, technology, intellectual property (including, as it relates to the disclosure by the disclosing party; or Company, Company Intellectual Property), financial information, projections and customer information of a party and (b) is identified as confidential at the time of disclosure to a Receiving Party or which by its nature should reasonably have been considered confidential by the Receiving Party. Confidential Information does not include information which: (i) was already known to a Receiving Party or any of its Representatives (as defined below) at the time of the initial disclosure by the Disclosing Party, and such previous knowledge by the Receiving Party was not under a disclosure restriction by the Disclosing Party; (ii) has become thereafter publicly known through no fault breach of this Section 8.17(a) by a Receiving Party or omission attributable any of its Representatives; (iii) has been duly received by a Receiving Party or any of its Representatives from a third party which, to the recipient; or (c) knowledge of the Receiving Party, is rightfully given not subject to a confidentiality obligation to the recipient from sources independent of the disclosing partyDisclosing Party; or or (div) is has been independently developed by the receiving party or on behalf of a Receiving Party without use of or reference to the CONFIDENTIAL INFORMATION reliance on any of the other partyDisclosing Party’s Confidential Information. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 3 contracts

Samples: Series a Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement (Comstock Mining Inc.), Series a Preferred Stock Purchase Agreement (Aqua Metals, Inc.)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParty, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, provided that (A) each Party is permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or applicable securities exchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto, and (B) the Purchaser is permitted to disclose or cause to be disclosed, for the purpose of proposing, discussing, negotiating and executing the Merger or any transaction contemplated by or related to the Merger, information related to the transactions contemplated under requirements of confidentialitythis Agreement to DouYu and DouYu’s Affiliates and their respective directors, officers, agents, representatives, employees, existing and potential financing sources and investors, who need to know such confidential information (such disclosure as referred to in clauses (A) under and (B), the “Permitted Disclosure”), (ii) in the event that any circumstance without advance written permission from Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other party; and (d) will, within [***] Party with prompt written notice of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by such requirement so that the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Article 8 Section 5.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall (iii) in the event that such protective order or other remedy is not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to obtained, or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms Party waives compliance with this Section 5.2(a), furnish only that portion of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use such confidential information which is legally required to be provided and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response exercise its reasonable endeavors to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 5.2(a) shall not apply to any information that, at the receiving party will first have given notice time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by the Selling Shareholder) or of the Selling Shareholder (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law, any Government Authority or applicable securities exchange, provided that the Purchaser, the Company, DouYu and their respective Affiliates (not including, for the avoidance of doubt, the Selling Shareholder) shall be permitted to make press release or public announcement in respect of the Merger or transactions contemplated by or related to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderMerger. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 2 contracts

Samples: Share Transfer Agreement (Tencent Holdings LTD), Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. 8.1 Subject From and after the date hereof, the provisions of the Confidentiality Agreements shall apply to the parties’ rights and obligations any information disclosed pursuant to or in connection with this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 . Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION to the extent not otherwise disclosed publicly (including the terms other than as a result of a violation of this Agreement) Section 12.14), none of the Company, the Sellers, Buyer or Parent will disclose to any Person (other party than its Affiliates, attorneys, accountants, employees, officers, directors, members, managers, partners and other representatives and beneficial holders thereof) or Governmental Entity the existence or terms of, or any information obtained in response to a valid order connection with, this Agreement or any of a court the transactions contemplated hereby without the prior written consent of competent jurisdiction or other supra-nationalBuyer and the Company, federalexcept (i) as may, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal such Party's counsel, be required by Applicable Law or (ii) as may be required by a Governmental Entity (in which events the disclosing party will first consult with the other Parties (other than Sellers) with respect to such disclosure to the extent permissible and practicable). If Buyer, Parent or the Company is otherwise required to provide a copy of this Agreement or any related document to any third party (other than their respective Affiliates, attorneys, accountants, employees, officers, directors, members, retired members, managers, retired managers, partners, retired partners and other representatives and beneficial holders thereof), the disclosing party shall ensure that such document is redacted in consultation with the non-disclosing Parties (other than Sellers), to the extent practicable and permitted by Applicable Law, to eliminate all confidential information. The non-disclosing Parties (other than Sellers) shall have the right to review and approve each such document prior to its submission to any third party; provided, however, that such approval shall not be unreasonably withheld or delayed. Unless not permitted by law, in which case the maximum period allowable shall be provided, each Party shall use its reasonable efforts to complete such review as soon as practicable; provided, however, that such review shall be completed within ten (10) business days. Notwithstanding anything in this Agreement to the contrary, not more than five (5) days prior to the end of the Joinder Period, the Company, Buyer and any Initial Seller desiring to issue a press release upon the consummation of, and in connection with, the transactions contemplated by this Agreement, shall notify the other Parties of such desire and the Parties shall use commercially reasonable efforts to collaborate and agree upon the proper content of such a press release; provided, however, that the receiving party will first have given notice to issuance of such press release shall require the disclosing party written consent of the Company, Buyer and given the disclosing party Consenting Sellers (which consent shall not be unreasonably withheld or delayed). The Company, Parent, Buyer and such Initial Sellers may each issue a reasonable opportunity to obtain a protective order. 8.5 press release after the Closing containing such agreed upon content. Notwithstanding the foregoing, LICENSEE the Company or any Seller (and each employee, representative, or other agent thereof) may use disclose to any and disclose all Persons, without limitation of any CONFIDENTIAL INFORMATION kind, the tax treatment and tax structure of the transactions and all materials of any kind (including the terms of this Agreementopinions or other tax analyses) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective provided to any of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYthem relating to such tax treatment and tax structure.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Idenix Pharmaceuticals Inc), Stock Purchase Agreement (Idenix Pharmaceuticals Inc)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause not disclose or provide access to any Person, other than their AFFILIATES respective agents, representatives, Affiliates, employees, officers and directors who need to keep know such confidential andinformation) all confidential information with respect to the other Parties, or relating to the transactions contemplated hereby, (ii) in the case event that any Party or any agent, representative, Affiliate, employee, officer or director of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES such Party becomes legally compelled to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking disclose any such information (or including provisions in sublicenses requiring except for information that is legally required to be taken) whatever action disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the party receiving case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the CONFIDENTIAL INFORMATION would take to preserve relevant Party with prompt written notice of such requirement so that the confidentiality of relevant Party may, at its own CONFIDENTIAL INFORMATIONsole cost and expense, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees seek a protective order or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement remedy or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring waive compliance with this Article 8 Section 6.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to (iii) in the event that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid such protective order of a court of competent jurisdiction or other supra-nationalremedy is not obtained, federalor the relevant Party waives compliance with this Section 6.2(a), national, regional, state, provincial furnish only that portion of such confidential information which is legally required to be provided and local governmental or regulatory body of competent jurisdiction or, if in the exercise its reasonable opinion of the receiving party’s legal counsel, endeavors to obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 6.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications unless otherwise required by Law or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYGovernment Authority.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Baijiayun Group LTD), Securities Purchase Agreement (Baijiayun Group LTD)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] ten (10) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees employees, consultants or agents (or, with respect to LICENSEE, its AFFILIATES and SUBLICENSEES and their respective officers, employees, consultants and agents) that is necessary for those officers, under requirements of confidentialityemployees, for purposes of carrying consultants or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than than, with respect to agents under requirements of confidentialityLICENSEE, its AFFILIATES and SUBLICENSEES and their respective officers, employees, consultants and agents) under any circumstance without advance written permission from the other partyparty except to bona fide potential and actual investors, and then only under a written agreement with terms of confidentiality and non-use substantially the same as those contained herein; and (d) will, within [***] sixty (60) days of termination of this Agreement, return or destroy all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses8. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party.; or 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing(e) is required to be disclosed by law, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction rule or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if regulation in the reasonable opinion of the receiving partyrecipient’s legal counselattorney, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to but only after the disclosing party is given prompt written notice and given the disclosing party a reasonable an opportunity to obtain seek a protective order. 8.5 Notwithstanding 8.3 Except as required by law or by the foregoingrequirements of any nationally recognized securities exchange, LICENSEE quotation system or over-the-counter market on which such party has its securities listed, neither party may use and publicly disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) Agreement except to AFFILIATESbona fide potential and actual investors without the prior written consent of the other party, SUBLICENSEESsuch consent not to be unreasonably withheld or delay, investors, prospective investors but LICENSEE shall be allowed to disclose this Agreement and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations its financial terms under written terms of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION substantially the same as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYcontained herein.

Appears in 2 contracts

Samples: Exclusive License Agreement (BIND Therapeutics, Inc), Exclusive License Agreement (BIND Therapeutics, Inc)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause not disclose or provide access to any Person, other than their AFFILIATES respective agents, representatives, Affiliates, employees, officers and directors who need to keep know such confidential andinformation) all confidential information with respect to the other Parties, or relating to the transactions contemplated hereby, (ii) in the case event that any Party or any agent, representative, Affiliate, employee, officer or director of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES such Party becomes legally compelled to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking disclose any such information (or including provisions in sublicenses requiring except for information that is legally required to be taken) whatever action disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality case may be, or any amendments thereto and including any rule or regulation of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by lawnational securities exchange; provided, however, that to the receiving party will first have given extent permitted by applicable Laws and without causing delay in making such filing or reporting within the prescribed time limit, the disclosing Party shall provide prior written notice to the disclosing party and given the disclosing party other Parties to respond in a reasonable opportunity period and all the Parties hereto shall consent to the scope and content of the disclosed information contained in such filing or reporting, the consent of which shall not be unreasonably withheld by any Party and such consent shall be deemed as duly given if any Party does not respond within a reasonable time), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain a protective order. 8.5 Notwithstanding assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.5(a) shall not apply to any information that, at the foregoingtime of disclosure, LICENSEE may use is in the public domain and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by any Seller) or of the Sellers (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications unless otherwise required by Law or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYGovernment Authority.

Appears in 2 contracts

Samples: Share Purchase Agreement (Caissa Sega Tourism Culture Development Group Co., Ltd.), Share Purchase Agreement (JD.com, Inc.)

Confidentiality and Publicity. 8.1 Subject (a) A Receiving Party hereby agrees that it will, and will cause its respective Affiliates and its and their respective representatives to hold in strict confidence all information with respect to the parties’ rights other Parties, the Company and obligations its Subsidiaries and their businesses, the terms and conditions of the Transaction Documents and the Didi Ancillary Documents, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby, all exhibits and schedules attached hereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all non-public records, books, contracts, instruments, computer data and other data and information, whether in written, verbal, graphic, electronic or any other form, provided by a Disclosing Party or its representatives to a Receiving Party or its representatives (except to the extent that such information has been (i) already in such Receiving Party’s possession prior to the disclosure or obtained by a Receiving Party from a source other than the Disclosing Parties or their representatives, provided that, to a Receiving Party’s knowledge, such source is not prohibited from disclosing such information to it or its representatives by a contractual, legal or fiduciary obligation to the Disclosing Parties or their representatives, (ii) in the public domain through no breach of the confidentiality obligations under this AgreementAgreement by a Receiving Party, YALE or (iii) independently developed by a Receiving Party or on its behalf) (the “Confidential Information”). Notwithstanding the foregoing, a Receiving Party may disclose the Confidential Information (A) to its shareholders and LICENSEE agree representatives so long as such persons are subject to appropriate nondisclosure obligations, (B) pursuant to Law or requests or requirements from any Government Authority or other applicable judicial or governmental order, or (C) with the prior written consent of the Disclosing Parties. In the event that during a Receiving Party hereto is requested or required by Law, Government Authority or other applicable judicial or governmental order to disclose any Confidential Information, such Receiving Party shall, to the term extent legally permissible, provide the Disclosing Parties with sufficient advance written notice of such request or requirement and, if requested by the Disclosing Parties (at the Disclosing Parties’ sole expense), assist the Disclosing Parties in seeking a protective order or other appropriate remedy to limit or minimize such disclosure. Each Party, to the extent that it discloses Confidential Information, is referred to herein as a “Disclosing Party”. Each Party, to the extent that it receives Confidential Information, is referred to herein as a “Receiving Party”. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement and for [***] thereafter, each or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of them: the Purchaser (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it a proposed release or announcement by the other party, by taking Seller) or of the Seller (in the case of a proposed release or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it announcement by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoingPurchaser), either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is unless otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Law or Government Authority. Notwithstanding the foregoingabove, LICENSEE may use the Purchaser understands that Seller is legally required to make press releases regarding the transactions contemplated hereunder, and disclose any CONFIDENTIAL INFORMATION (hereby consents in writing to such press releases to be made by the Seller, including the terms disclosure of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors the Purchaser’s identity and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain amount of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8Purchase Price. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution If the Purchaser of any patent applications Affiliate of the Purchaser is required by Law or applications for REGULATORY APPROVAL before Government Authority to make any REGULATORY AUTHORITYpress release or public announcement regarding the transactions completed hereunder, the Purchaser shall seek the Seller’s prior written consent with respect of the content of such press release or public announcement.

Appears in 2 contracts

Samples: Share Purchase Agreement (eHi Car Services LTD), Share Purchase Agreement (eHi Car Services LTD)

Confidentiality and Publicity. 8.1 8.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement TERM and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the otherother party’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement (including, in the case of LICENSEE, in the development or commercialization of LICENSED PRODUCTS OR LICENSED METHODS) or disclose the otherother party’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; provided that LICENSEE shall be permitted to disclose YALE’s CONFIDENTIAL INFORMATION (including, solely for this purpose, the terms of this Agreement) (i) to its legal and financial advisors, (ii) to its auditor, (iii) in connection with any actual or potential debt or equity financing, (iv) to any actual or potential SUBLICENSEE or (v) in connection with any acquisition or business combination; provided that, in case of clauses (iv) or (v), any such disclosure is made subject to an obligation of confidentiality at least substantially similar to those contained herein; and (d) will, within [***] sixty (60) days of receipt of written request from a party following termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement Agreement, except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses8. 8.2 8.2. The obligations of non-use and confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is established by written evidence to have been independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law, rule or regulation (including, in the case of LICENSEE or AFFILIATES, stock exchange or listing organization requirements) in the opinion of recipient’s attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order (in each case to the extent practicable under the circumstances). 8.3 The 8.3. Except as required by law, rule or regulation (including, in the case of LICENSEE or its AFFILIATES, stock exchange or listing organization requirements) or permitted by Article 8.1(c), neither party may disclose the financial terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding without the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) prior written consent of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 2 contracts

Samples: Exclusive License Agreement (Targacept Inc), Exclusive License Agreement (Targacept Inc)

Confidentiality and Publicity. 8.1 7.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE MOFFITT and LICENSEE agree that during the term of this Agreement and for [***] five (5) years thereafter, each of them: (ai) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (bii) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (ciii) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (div) will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses7. 8.2 7.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatthat as established by written records: (ai) is shown to have been known to or developed by already in the recipient recipient’s possession prior to the disclosure by receipt from the disclosing party; or (bii) is in the public domain by use and/or publication at the time of disclosure receipt from the disclosing party, or has become thereafter publicly known enters into the public domain through no fault or omission attributable to improper act of the recipientreceiving party; or (ciii) is rightfully given developed independently by the receiving party without reference to the recipient from sources independent information of the disclosing party; or (div) is independently developed properly obtained by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either from a third party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to with a valid order of legal right to disclose such information and such third party is not under a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, confidentiality obligation to such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice information to the disclosing party and given party; or (v) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party a reasonable is given prompt written notice and an opportunity to obtain seek a protective order. 8.5 Notwithstanding 7.3. Except as required by law, neither party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) Agreement without the prior written consent of the other party, except that MOFFITT may share such terms with USF, and LICENSEE may disclose such terms to AFFILIATES, SUBLICENSEES, potential investors, prospective investors banks, financial advisors and potential acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain /merger candidates only upon such execution of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of an appropriate non-disclosure agreement. MOFFITT may share LICENSEE’S CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYits investigators and USF.

Appears in 2 contracts

Samples: Exclusive License Agreement (Kintara Therapeutics, Inc.), Exclusive License Agreement (CohBar, Inc.)

Confidentiality and Publicity. 8.1 7.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE MOFFITT and LICENSEE agree that during the term TERM of this Agreement and for [***] five (5) years thereafter, each of them: (ai) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (bii) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (ciii) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (div) will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses7. 8.2 7.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatthat as established by written records: (ai) is shown to have been known to or developed by already in the recipient recipient’s possession prior to the disclosure by receipt from the disclosing party; or (bii) is in the public domain by use and/or publication at the time of disclosure receipt from the disclosing party, or has become thereafter publicly known enters into the public domain through no fault or omission attributable to improper act of the recipientreceiving party; or (ciii) is rightfully given developed independently by the receiving party without reference to the recipient from sources independent information of the disclosing party; or (div) is independently developed properly obtained by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either from a third party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to with a valid order of legal right to disclose such information and such third party is not under a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, confidentiality obligation to such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice information to the disclosing party and given party; or (v) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party a reasonable is given prompt written notice and an opportunity to obtain seek a protective order. 8.5 Notwithstanding 7.3. Except as required by law, neither party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) Agreement without the prior written consent of the other party, except that LICENSEE may disclose such terms to AFFILIATES, SUBLICENSEES, potential investors, prospective investors banks, financial advisors and potential acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain /merger candidates only upon such execution of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of an appropriate non-disclosure agreement. MOFFITT may share LICENSEE’S CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYits investigators.

Appears in 2 contracts

Samples: Exclusive License Agreement (CohBar, Inc.), Exclusive License Agreement (CohBar, Inc.)

Confidentiality and Publicity. 8.1 Subject (a) Any non-public information that either Party may obtain from the other in connection with this Agreement shall be confidential. Each Party shall keep confidential any non-public information that such Party may receive from another Party unrelated to the parties’ rights and obligations Assets transferred hereunder. All information that a Party is required to keep confidential pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event Section shall be less than reasonable care; andreferred to as “Confidential Information”. (b) will only Each Party shall not disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION any Confidential Information to any third parties other Person (other than its Affiliates and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to agents under requirements of confidentiality) under any circumstance without advance written permission from facilitate the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part consummation of the CONFIDENTIAL INFORMATION transactions contemplated hereby, in which case such Party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided that: (ai) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party such Party may use and disclose any CONFIDENTIAL INFORMATION Confidential Information once it has been publicly disclosed (including other than by such Party in breach of its obligations under this Section 8.3) or which, to its knowledge, rightfully has come into the terms possession of such Party (other than from the other Party); and (ii) to the extent that such Party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such Party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. (c) In the event of termination of this Agreement by mutual agreement of the Parties as provided in Section 10.1: (i) the obligation set forth in this Section 8.3 shall continue for a period of two (2) years after such termination; and (ii) each Party shall use commercially reasonable efforts to cause to be delivered to the other, and shall retain no copies of, any documents, work papers or other materials obtained by such Party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. (d) Each Party shall consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements concerning this Agreement and the transactions contemplated hereby. The Party making the release or public announcement shall provide a draft of the proposed release or public announcement relating to the transaction contemplated by this Agreement to the other party in response Party at least two (2) Business Days prior to a valid order of a court of competent jurisdiction issuing such release or other supra-nationalmaking such announcement. Except as required by applicable Legal Requirements or by any national securities exchange or quotation system, federalneither Party shall make any such release, national, regional, state, provincial announcement or statement without the prior written consent and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion approval of the receiving party’s legal counselother, which shall not be unreasonably withheld. Each Party shall each respond promptly to any such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party request for consent and given the disclosing party a reasonable opportunity to obtain a protective orderapproval. 8.5 Notwithstanding the foregoing, LICENSEE may use (e) Upon request by either Party and disclose any CONFIDENTIAL INFORMATION (including the terms of as necessary in fulfilling their obligations under this Agreement) to AFFILIATES, SUBLICENSEESthe Parties agree that each Party, investors, prospective investors and acquirersincluding all of its agents, employees, consultants officers, directors, consultants, and agents advisors, will execute and deliver separate confidentiality agreements with a need the other Party whereby, among other things, such Party will agree to knowmaintain all information strictly confidential and shall not disclose any information to any Affiliates not required to execute this Agreement (including its agents, collaboratorsemployees, prospective collaborators officers, directors, consultants, and other third parties in advisors), any Governmental Authority, or any third-persons as designated by the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYrequesting Party.

Appears in 2 contracts

Samples: Asset Purchase Agreement (CNX Gas CORP), Asset Purchase Agreement (CNX Gas CORP)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential andor proprietary information with respect to the other Parties or relating to the transactions contemplated hereby, (ii) in the case event that any Party or any agent, representative, Affiliate, employee, officer or director of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES such Party becomes legally compelled to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking disclose any such information (or including provisions in sublicenses requiring except for information that is required to be taken) whatever action disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the party receiving case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the CONFIDENTIAL INFORMATION would take to preserve relevant Party with prompt written notice of such requirement so that the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees relevant Party may seek a protective order or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement remedy or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring waive compliance with this Article 8 Section 6.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to (iii) in the event that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid such protective order of a court of competent jurisdiction or other supra-nationalremedy is not obtained, federalor the relevant Party waives compliance with this Section 6.2(a), national, regional, state, provincial furnish only that portion of such confidential information which is legally required to be provided and local governmental or regulatory body of competent jurisdiction or, if in the exercise its reasonable opinion of the receiving party’s legal counsel, endeavors to obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 6.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by the Selling Shareholder) or of the Selling Shareholder (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications unless otherwise required by Law or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYGovernmental Authority.

Appears in 2 contracts

Samples: Share Purchase Agreement (Zhu Xiaoxia), Share Purchase Agreement (Zhu Xiaoxia)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this AgreementAGREEMENT, YALE and LICENSEE agree that during the term of this Agreement TERM and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring require its SUBLICENSEES to agree in writing with LICENSEE, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will disclose only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this AgreementAGREEMENT; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement AGREEMENT or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this AgreementAGREEMENT, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement AGREEMENT except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses8. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order; or (f) is provided under the RESEARCH AGREEMENT (which CONFIDENTIAL INFORMATION shall be governed by the provisions of the RESEARCH AGREEMENT governing confidential information). 8.3 The Except as required by law, neither party may disclose the financial terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding AGREEMENT without the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) prior written consent of the other party in response to a valid order of a court of competent jurisdiction or other supra-nationalparty, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, except that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the such terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents persons who agree in writing with a need LICENSEE to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYkeep such information confidential.

Appears in 2 contracts

Samples: License Agreement (Inozyme Pharma, Inc.), License Agreement (Inozyme Pharma, Inc.)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential Unless and will cause their AFFILIATES to keep confidential anduntil Closing occurs, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking any non-public information that either party (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentialitytreating, for purposes of carrying out its rights this Section 6.4, the Comcast Parties as one party and responsibilities under this Agreement; and (c) will not use the TWC Parties as the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission may obtain from the other party; and (d) willor its Affiliates in connection with this Agreement shall be confidential, within [***] and following Closing, each party shall keep confidential any non-public information that such party may receive from the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets to be directly or indirectly transferred by the other party in an Exchange as well as any non-public information in the possession of termination of this Agreement, return all such party related to the CONFIDENTIAL INFORMATION disclosed Transferred Systems and Transferred Assets transferred directly or indirectly by such party to it by the other party pursuant to this Agreement except for one copy which may (any such information that a party is required to keep confidential pursuant to this sentence shall, with respect to such party, be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above referred to as “Confidential Information”). Each party shall not pertain disclose any Confidential Information to that part any other Person (other than its Affiliates and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the CONFIDENTIAL INFORMATION that: (atransactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) is shown to have been known to or developed by the recipient prior use such information to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent detriment of the disclosing partyother; or provided, that (di) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either such party may use and disclose any CONFIDENTIAL INFORMATION such information once it has been publicly disclosed (including other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the terms possession of this Agreementsuch party (other than from the other party), (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party in response the opportunity, to a valid order of a court of competent jurisdiction obtain an appropriate protective order, or other supra-nationalsatisfactory assurance of confidential treatment, federalfor the information compelled to be disclosed, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, (iii) such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any CONFIDENTIAL INFORMATION dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax proceeding, (including iv) such party may use and disclose such information to the terms extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the obligations of such party under either Adelphia Purchase Agreement. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to AFFILIATEScause to be delivered to the other, SUBLICENSEESand to retain no copies of, investorsany documents, prospective investors work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. (b) TWC and acquirers, employees, consultants Comcast each shall consult with and agents cooperate with a need the other with respect to know, collaborators, prospective collaborators the content and timing of all press releases and other third parties in public announcements, and any oral or written statements to the chain Comcast Transferred Employees and the TWC Transferred Employees concerning this Agreement and the transactions contemplated hereby. Except as required by applicable Legal Requirements or by any national securities exchange or quotation system, none of manufacturing TWC, Comcast, or their respective Affiliates shall make any such release, announcement or statement without the prior written consent and distributionapproval of the other, in each case who are subject which shall not be unreasonably withheld. The party receiving such a request for a consent shall respond promptly to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications such request for REGULATORY APPROVAL before any REGULATORY AUTHORITYconsent and approval.

Appears in 2 contracts

Samples: Exchange Agreement (Comcast Corp), Amendment Number 1 (Time Warner Inc)

Confidentiality and Publicity. 8.1 Subject (a) Unless and until Closing occurs, any non-public information that any party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the parties’ rights Transferred Systems or Transferred Assets and obligations Time Warner Cable and its Affiliates shall keep confidential any non-public information in their possession related to the Transferred Systems and Transferred Assets (any such information that a party is required to keep confidential pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event sentence shall be less than reasonable care; and (b) will only referred to as "Confidential Information"). No party shall disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION any Confidential Information to any third parties other Person (other than its Affiliates and its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to agents facilitate the consummation of the transactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided, that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under requirements this Section) or which, to its knowledge, rightfully has come into the possession of confidentiality) under any circumstance without advance written permission such party (other than from the other party; and ), and (dii) willto the extent that such party may, within [***] in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed and (iii) such party may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax Proceeding and (iv) such party may use and disclose such information to the extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system. In the event of termination of this Agreement, return all (A) the CONFIDENTIAL INFORMATION disclosed obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to it by the other party pursuant cause to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior delivered to the disclosure other, and to retain no copies of, any documents, work papers or other materials obtained by such party or on its behalf from the disclosing party; orother, whether so obtained before or after the execution of this Agreement. For the avoidance of doubt, Comcast Trust may disclose any Confidential Information to Comcast Subsidiary and its Affiliates and their respective representatives. (b) is at Each of the time of disclosure or has become thereafter publicly known through no fault or omission attributable parties hereto shall consult with and cooperate with the others with respect to the recipient; orcontent and timing of all press releases and other public announcements, and any oral or written statements to Transferred System Employees concerning this Agreement and the transactions contemplated hereby. Except as required by applicable Legal Requirements or by any national securities exchange or quotation system, no party hereto shall make any such release, announcement or statement without the prior written consent and approval of the other, which shall not be unreasonably withheld. The party receiving a request for a consent shall respond promptly to any such request for consent and approval. (c) is rightfully given At Comcast's request, which shall be provided to TWC no later than thirty (30) days prior to the recipient from sources independent expected Closing Date (such date, the "Diligence Request Date"), TWC shall provide Comcast with (i) the most recent consolidated balance sheet for the TWC Affiliated Group (as defined in the Tax Matters Agreement) as of the disclosing party; or Diligence Request Date, (dii) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION a reasonable good faith estimate of the other party. 8.3 The terms aggregate number of this Agreement constitute CONFIDENTIAL INFORMATION Individual Subscribers of each party. 8.4 Notwithstanding such TWC Affiliated Group (as defined in the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Tax Matters Agreement) as of the other party in response Diligence Request Date; (iii) summary financial information with respect to a valid order any nonconsolidated investments of a court any member of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if the TWC Affiliated Group (as defined in the reasonable opinion Tax Matters Agreement) as of the receiving party’s legal counsel, such disclosure is otherwise required by lawDiligence Request Date; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party (iv) a reasonable opportunity to obtain a protective ordergood faith estimate of the aggregate number of Individual Subscribers of the Transferred Systems as of the Diligence Request Date. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 2 contracts

Samples: Redemption Agreement (Time Warner Inc), Tolling and Optional Redemption Agreement (Time Warner Inc)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParty, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, provided that (A) each Party is permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or applicable securities exchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as applicable, or any amendments thereto and (B) the Purchaser is permitted to disclose, or cause to be disclosed, information related to the transactions contemplated under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms a copy of this Agreement) of to the Company, the Company’s directors, officers and advisors, (together with the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that any Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other party in response to Party with prompt written notice of such requirement so that the other Party may, at its sole cost and expense, seek a valid protective order of a court of competent jurisdiction or other supra-nationalremedy or waive compliance with this Section 5.2(a), federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if (iii) in the event that such protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable opinion endeavors to obtain assurances that confidential treatment will be accorded such information and (iv) prior to making a Permitted Disclosure, the disclosing Party shall in good faith consult and coordinate with the other Party with respect to the timing and content of the receiving party’s legal counsel, such disclosure is otherwise required by lawdisclosure; provided, however, that this Section 5.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective orderwas not disclosed in breach of this Agreement by such Party. 8.5 Notwithstanding the foregoing(b) No Party shall make, LICENSEE may use and disclose or cause to be made, any CONFIDENTIAL INFORMATION (including the terms press release or public announcement in respect of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by the Selling Shareholder) without the prior written consent of the Selling Shareholder (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of unless otherwise required by Law, any patent applications Government Authority or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYapplicable Securities Market.

Appears in 2 contracts

Samples: Share Transfer Agreement (Choong Choon Hau), Share Transfer Agreement (Activist Investing LLC)

Confidentiality and Publicity. 8.1 7.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE PROMAB and LICENSEE agree that during the term of this Agreement and for [***] ten (10) years thereafter, each of them: (a) i. will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) ii. will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) iii. will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) iv. will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses7. 8.2 7.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatthat as established by written records: (a) i. is shown to have been known to or developed by already in the recipient recipient’s possession prior to the disclosure by receipt from the disclosing party; or (b) ii. is in the public domain by use and/or publication at the time of disclosure receipt from the disclosing party, or has become thereafter publicly known enters into the public domain through no fault or omission attributable to improper act of the recipientreceiving party; or (c) iii. is rightfully given developed independently by the receiving party without reference to the recipient from sources independent information of the disclosing party; or (d) iv. is independently developed properly obtained by the receiving party without use of or reference from a third party with a valid legal right to disclose such information and such third party is not under a confidentiality obligation to such information to the CONFIDENTIAL INFORMATION disclosing party; or v. is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order. 7.3. Except as required by law, or as may be necessary to obtain advice from its respective attorneys, financial advisors, or accountants or for such individuals to perform their duties, neither party may disclose the financial terms of this Agreement without the prior written consent of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 2 contracts

Samples: Exclusive License Agreement (Gracell Biotechnologies Inc.), Exclusive License Agreement (Gracell Biotechnologies Inc.)

Confidentiality and Publicity. 8.1 Subject Unless and until Closing occurs, any non-public information that either party may obtain from the other in connection with this Agreement shall be confidential, and following Closing, each party shall keep confidential any non-public information that such party may receive from another party in connection with this Agreement unrelated to the parties’ rights Business or Assets as well as any non-public information in the possession of such party related to the Business and obligations Assets (any such information that a party is required to keep confidential pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event sentence shall be less than reasonable care; and (b) will only referred to as "Confidential Information"). Each party shall not disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION any Confidential Information to any third parties other Person (other than its affiliates and its and their directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to agents facilitate the consummation of the transactions contemplated hereby) or use such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under requirements this Section) or which, to its knowledge, rightfully has come into the possession of confidentiality) under any circumstance without advance written permission such party (other than from the other party; and ), (dii) willto the extent that such party may, within [***] in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed, and (iii) such party may disclose such information to the extent required to comply with any Legal Requirement or regulatory inquiry or investigation. In the event of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided obligation set forth in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution Section shall continue for a period of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYtwo years after such termination.

Appears in 2 contracts

Samples: Asset Purchase Agreement (LSB Industries Inc), Asset Purchase Agreement (LSB Industries Inc)

Confidentiality and Publicity. 8.1 8.1. Subject to the parties’ rights and obligations pursuant to this AgreementAGREEMENT, YALE and LICENSEE agree that during the term of this Agreement TERM and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action such actions the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the otherother party’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this AgreementAGREEMENT; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement AGREEMENT or disclose the otherother party’s CONFIDENTIAL INFORMATION to any third parties (other than to AFFILIATES, SUBLICENSEES or other agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] sixty (60) days of termination of this AgreementAGREEMENT, return or destroy (with certification of such destruction) all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement AGREEMENT except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 8.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order. 8.3 8.3. The financial terms of this Agreement AGREEMENT constitute CONFIDENTIAL INFORMATION of each party. 8.4 8.4. Notwithstanding anything to the foregoingcontrary contained herein, either party may use and disclose any CONFIDENTIAL INFORMATION (including during the terms of this Agreement) term of the other party in response to a valid order of a court of competent jurisdiction or other supra-nationalSRA, federal, national, regional, state, provincial YALE and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, its employees, consultants students and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also volunteers may publically disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYeither party to the extent permitted under, but subject to the terms and procedures set forth in, Article 6 of the SRA.

Appears in 2 contracts

Samples: License Agreement (NextCure, Inc.), License Agreement (NextCure, Inc.)

Confidentiality and Publicity. 8.1 Subject Except as set forth in this Section 10.4, each of the Parties shall hold in confidence for the Term and for a period of five (5) years from the date of termination any confidential information (designated as such in writing) supplied to it by the parties’ rights and obligations pursuant other Party or otherwise related to this Agreement, YALE and LICENSEE agree that during Agreement or the term its HOT Lanes Project or any part thereof. Each Party shall inform its Representatives to whom confidential information must be provided in connection with such Party’s performance of this Agreement of its obligations under this Section 10.4 and for [***] thereaftershall apply the same safeguards used with respect to its own internal confidential information. Notwithstanding the foregoing, each Party may disclose the following categories of theminformation or any combination thereof: (a) will keep confidential information contained in and will cause their AFFILIATES required to keep confidential and, be included in any filing required to be made with any Governmental Authority or required to be furnished to the Department under either Comprehensive Agreement; (b) information which was in the case public domain prior to receipt thereof by such Party or which subsequently becomes part of LICENSEE, will include provisions the public domain by publication or otherwise except by a wrongful act of such Party; (c) information that such Party can show was lawfully in sublicenses requiring its SUBLICENSEES possession prior to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by receipt thereof from the other party, Party through no breach of any confidentiality obligation to the other Party; (d) information received by taking such Party from a third party having no obligation of confidentiality to the other Party with respect thereto; (or including provisions in sublicenses requiring to be takene) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable careinformation at any time developed independently by such Party providing it is not developed from otherwise confidential information; and (bf) will only information required to be disclosed under securities laws applicable to publicly traded companies and their subsidiaries. In addition, each Party may disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of information regarding this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the material terms of this Agreementhereof and information regarding performance hereunder, to (i) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, its employees, consultants and agents with a need to knowagents, collaboratorsindependent accountants, prospective collaborators attorneys and other third parties in the chain of manufacturing professional advisors and distributionconsultants, in each case who have a need to know such information and have agreed in writing or are subject otherwise legally bound to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided keep such information confidential; and (ii) its Lenders and financial institutions and other Persons providing or expressing interest in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution providing debt financing, refinancing, or other credit support to such Party, and the agent or trustee of any patent applications of them, to rating agencies, and to Persons to which offering statements or applications other disclosure documents associated with the private or public offering of securities by or on behalf of such Party or the Beltway Project or the I-95 Project, as the case may be, are provided. Notwithstanding the foregoing, (i) each Party may publish information regarding this Agreement with the express written consent of the other Party, which consent shall not be unreasonably withheld, and (ii) each Party may provide information with respect to this Agreement and its respective HOT Lanes Project to its board (or equivalent) members and members consistent with its internal governance practices. Subject to the foregoing, neither Party shall issue any press or publicity release or otherwise release, distribute or disseminate any information for REGULATORY APPROVAL before publication concerning this Agreement or the participation of the other Party in the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld. A Party making any REGULATORY AUTHORITYdisclosures or reporting required by a governmental or regulatory authority shall use reasonable efforts to maintain, and cause the governmental or regulatory authority to which disclosure is made to maintain, the confidentiality of confidential information, including through use of a protective order or other available mechanism.

Appears in 2 contracts

Samples: Shared Facilities Agreement, Shared Facilities Agreement

Confidentiality and Publicity. 8.1 Subject Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 or to the parties’ rights and obligations pursuant to extent necessary for the proper performance of this Agreement, YALE . 8.2 Each Party warrants to the other that it shall apply the same security measures and LICENSEE agree degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that during which a reasonable person or business would take in protecting its own Confidential Information. 8.3 Neither Party shall use the term of other Party's Confidential Information for any purpose other than to perform its obligations under this Agreement and for [***] thereafter, each of themAgreement. 8.4 Each Party may disclose the other Party's Confidential Information: (a) will keep confidential to its or its Group Companies' employees, officers, representatives, advisers and will cause their AFFILIATES third party suppliers who need to keep confidential andknow such information to perform its obligations under this Agreement. Each Party shall ensure that its and its Group Companies' employees, in the case of LICENSEEofficers, will include provisions in sublicenses requiring its SUBLICENSEES representatives, advisers and third party suppliers to keep confidential, CONFIDENTIAL INFORMATION disclosed to whom it by discloses the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable careParty's confidential information comply with this clause 8; and (b) will only disclose as may be required by law, court order or any governmental or regulatory authority. 8.5 For the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) willclause 8, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above Confidential Information shall not pertain to that part of the CONFIDENTIAL INFORMATION thatinclude information which: (a) is shown to have been known to or developed by the recipient prior becomes generally available to the disclosure by the disclosing party; orpublic (other than through a breach of this Agreement); (b) is at lawfully in the time possession of the other Party before the disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; orunder this Agreement took place; (c) is rightfully given obtained from a third party who is free to the recipient from sources independent of the disclosing partydisclose it; or (d) the Parties agree in writing is independently developed by the receiving party without use of not confidential or reference to the CONFIDENTIAL INFORMATION of the other partymay be disclosed. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 8.6 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreementclause 8, once the Order Form has been signed by both Parties, GBG may, with the Client’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice relating to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of Parties’ entry into this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 2 contracts

Samples: Data Services Agreement, Data Services Agreement

Confidentiality and Publicity. 8.1 Subject Each Party undertakes that it shall not at any time disclose the other Party’s Confidential Information to any third party except as permitted by clauses 8.3, 8.4 and 8.5 or to the parties’ rights extent necessary for the proper performance of the Agreement. 8.2 Each Party warrants to the other that it shall apply the same security measures and degree of care to Confidential Information disclosed to it as it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own Confidential Information. 8.3 Neither Party shall use the other Party's Confidential Information for any purpose other than to perform its obligations pursuant to this under the Agreement, YALE and LICENSEE agree that during . 8.4 Each Party may disclose the term of this Agreement and for [***] thereafter, each of themother Party's Confidential Information: (a) will keep confidential to its or its Group Companies' employees, officers, representatives, advisers and will cause their AFFILIATES third party suppliers who need to keep confidential andknow such information to perform its obligations under the Agreement. Each Party shall ensure that its and its Group Companies' employees, in the case of LICENSEEofficers, will include provisions in sublicenses requiring its SUBLICENSEES representatives, advisers and third party suppliers to keep confidential, CONFIDENTIAL INFORMATION disclosed to whom it by discloses the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable careParty's Confidential Information comply with this clause 8; and (b) will only disclose as may be required by law, court order or any governmental or regulatory authority; 8.5 For the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) willclause 8, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above Confidential Information shall not pertain to that part of the CONFIDENTIAL INFORMATION thatinclude information which: (a) is shown to have been known to or developed by the recipient prior becomes generally available to the disclosure by public (other than through a breach of the disclosing party; orAgreement); (b) is at lawfully in the time possession of the other Party before the disclosure or has become thereafter publicly known through no fault or omission attributable to under the recipient; orAgreement took place; (c) is rightfully given obtained from a third party who is free to the recipient from sources independent of the disclosing partydisclose it; or (d) the Parties agree in writing is independently developed by the receiving party without use of not confidential or reference to the CONFIDENTIAL INFORMATION of the other partymay be disclosed. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 8.6 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreementclause 8, once the Order Form has been signed by both Parties, GBG may, with the Client’s prior written consent, issue a press release (or if GBG wishes, another form of public communication) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice relating to the disclosing party and given Parties’ entry into the disclosing party a reasonable opportunity to obtain a protective orderAgreement. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 2 contracts

Samples: General Terms and Conditions, General Terms and Conditions

Confidentiality and Publicity. 8.1 (a) Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term prior written approval of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (either party may use the name of such other party in a press release or including provisions in sublicenses requiring public announcement(s) relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under obligations set forth in this Agreement and/or the relationship established by this Agreement; and (cprovided that neither party shall issue any such press release or make any public announcement(s) will not use without the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance express prior written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION consent of the other party. 8.3 (b) The parties acknowledge and agree that the Microsoft Non-Disclosure Agreement dated as of ____________________ ("NDA") entered into by and between the parties applies to each party's disclosures under this Agreement as if fully set forth herein and that all of the terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party(including but not limited to its existence) and all discussions and negotiations related thereto are considered Confidential Information under the NDA. 8.4 (c) Notwithstanding Section 9(b) above, each party further agrees that the foregoing, either party may use restrictions in the NDA with respect to Confidential Information (as defined in the NDA and disclose including any CONFIDENTIAL INFORMATION (including Confidential Information disclosed in connection with this Agreement) shall survive the terms termination of this Agreement) . Each party may disclose the terms and conditions of this Agreement to its employees, affiliates and its immediate legal and financial consultants as required in the ordinary course of that party's business, provided that such employees, affiliates and/or legal and/or financial consultants agree in writing in advance of disclosure to be bound by the NDA and this Section 9, and may disclose Confidential Information as required by government or judicial order, provided each party gives the other party in response to prompt notice of such order and complies with any protective order (or equivalent) imposed on such disclosure. (d) Each party acknowledges that monetary damages may not be a valid order sufficient remedy for unauthorized disclosure or use of Confidential Information and that each party may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderjurisdiction. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 2 contracts

Samples: Customer Support Services Agreement (RMH Teleservices Inc), Customer Support Services Agreement (RMH Teleservices Inc)

Confidentiality and Publicity. 8.1 6.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE LICENSOR and LICENSEE agree that during the term of this Agreement and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses7. 8.2 6.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatthat as established by written records: (a) is shown to have been known to or developed by already in the recipient recipient’s possession prior to the disclosure by receipt from the disclosing party; or (b) is in the public domain by use and/or publication at the time of disclosure receipt from the disclosing party, or has become thereafter publicly known enters into the public domain through no fault or omission attributable to improper act of the recipientreceiving party; or (c) is rightfully given developed independently by the receiving party without reference to the recipient from sources independent information of the disclosing party; or (d) is independently developed properly obtained by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either from a third party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to with a valid order of legal right to disclose such information and such third party is not under a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, confidentiality obligation to such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice information to the disclosing party and given party; or (e) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party a reasonable is given prompt written notice and an opportunity to obtain seek a protective order. 8.5 Notwithstanding 6.3 Except as required by law, neither party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) Agreement without the prior written consent of the other party, except as may be required to AFFILIATEScomply with government laws or regulations, SUBLICENSEES, investors, prospective investors or to a party that has executed a confidentiality and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may non-disclose CONFIDENTIAL INFORMATION as reasonably necessary agreement in connection with prosecution the obtaining of financing and/or a joint-venture, merger, or acquisition. 6.4 After receiving consent, LICENSEE and its DESIGNATED AFFILIATES may publish the results of its work related to the LICENSED TECHNOLOGIES. Such right to publish shall not include the right to publish any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYinformation relating to the LICENSED TECHNOLOGIES without the prior written consent of LICENSOR which must be obtained in every instance. LICENSOR may publish information regarding LICENSEE’S CLINICAL TRIALS to comply with its obligation to communicate material developments to its shareholders.

Appears in 2 contracts

Samples: Exclusive License Agreement, Exclusive License Agreement (Lixte Biotechnology Holdings, Inc.)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParty, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, provided that (A) each Party is permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or applicable securities exchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as applicable, or any amendments thereto (it being understood that such disclosure, if applicable, will be made promptly after the execution of the relevant definitive agreements(s) with respect to the Merger) and (B) the Purchaser is permitted to disclose or cause to be disclosed, for the purpose of proposing, discussing, negotiating and executing the Merger or any transaction contemplated by or related to the Merger, information related to the transactions contemplated under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms a copy of this Agreement) to the Company, the Company’s directors, officers and advisors, and the advisors of the independent members of the Company’s board of directors (the “Permitted Merger Disclosure”, and together with the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that any Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other party in response to Party with prompt written notice of such requirement so that the other Party may, at its sole cost and expense, seek a valid protective order of a court of competent jurisdiction or other supra-nationalremedy or waive compliance with this Section 5.2(a), federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if (iii) in the event that such protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable opinion endeavors to obtain assurances that confidential treatment will be accorded such information and (iv) prior to making a Permitted Merger Disclosure, the disclosing Party shall in good faith consult and coordinate with the other Party with respect to the timing and content of the receiving party’s legal counsel, such disclosure is otherwise required by lawdisclosure; provided, however, that this Section 5.2(a) shall not apply to any information that, at the receiving party will first have given notice time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by the Selling Shareholder) or of the Selling Shareholder (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law, any Government Authority or applicable securities exchange, provided that the Purchaser, the Company, Huya and their respective Affiliates (not including, for the avoidance of doubt, the Selling Shareholder) shall be permitted to make press release or public announcement in respect of the Merger or transactions contemplated by or related to the disclosing party Merger so long as the requirements and given the disclosing party a reasonable opportunity to obtain a protective orderprocedures set forth under Section 5.2(a) have been complied with. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. 8.1 Subject ‌ 11.1 Each party undertakes not to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other 's Confidential Information otherwise than as expressly permitted by in the exercise and performance of its rights and obligations under this Agreement or disclose (Permitted Purposes).‌ 11.2 Each party shall treat as confidential all Confidential Information of the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents party supplied under requirements of confidentiality) under any circumstance without advance written permission this Agreement and the party receiving Confidential Information from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain divulge that received Confidential Information to that part any person except to those who need to know it for the Permitted Purposes.‌ 11.3 The restrictions imposed by clause 11.1 and clause 11.2 shall not apply to the disclosure of the CONFIDENTIAL INFORMATION thatany Confidential Information which: (a) is shown to have been known to now in, or developed by hereafter comes into, the recipient prior to the disclosure by the disclosing party; orpublic domain otherwise than as a result of a breach of this clause 11; (b) is at before any negotiations or discussions leading to this Agreement was already known by the time receiving party (or, in the case of disclosure the Customer, any of its Affiliates) and was obtained or has become thereafter publicly known through no fault or omission attributable to acquired in circumstances under which the recipientreceiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or (c) is rightfully given required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the recipient from sources independent extent necessary). 11.4 Each party shall notify the other party if any of its staff connected with the provision or receipt of the disclosing party; or (d) is independently developed by the receiving party without use Services becomes aware of or reference any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the CONFIDENTIAL INFORMATION of the other party, at that other party's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 8.3 The terms 11.5 This clause 11 shall remain in full force and effect for 1 year after the date of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms termination of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Services Agreement

Confidentiality and Publicity. 8.1 Subject 9.1. Each Party shall keep and procure to be kept secret and confidential all Confidential Information belonging to the parties’ rights other Party disclosed or obtained as a result of the relationship of the parties under this Agreement and obligations pursuant to shall not use nor disclose the same save for the purposes of the proper performance of this Agreement, YALE or with the prior written consent of the other Party. Where disclosure is made to any employee, the Service Provider, or agent, it shall be done subject to obligations equivalent to those set out in this Agreement, and LICENSEE agree each Party agrees to procure that during any such employee, the term Service Provider 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. 9.2. The obligations of confidentiality in this Agreement and for [***] thereafter, each of themClause 9 shall not extend to any Confidential Information which either Party can show: 9.2.1. 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 9.2.2. was in its written records (aother than as a result of discussions or correspondence with the Service Provider) will keep confidential and will cause their AFFILIATES prior to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION Commencement Date; or 9.2.3. was independently disclosed to it by the other party, by taking (or including provisions in sublicenses requiring a third party entitled to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing partysame; or (b) 9.2.4. is at the time of disclosure required to be disclosed under any applicable law, or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court or governmental body or authority of competent jurisdiction or other supra-nationalto such extent that the recipient is so required to make such disclosure PROVIDED THAT, federalto the extent that it is legally permitted to do so, nationalthe recipient shall notify the disclosing party as soon as possible prior to making any such disclosure and, regionalwhere notice of disclosure is not prohibited and is given in accordance with this Clause 9.2.4, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the recipient shall take into account the reasonable opinion requests of the receiving party’s legal counsel, such disclosing party in relation to the content of this disclosure is otherwise required by law; provided, however, that and the receiving party will first have given notice recipient shall give to the disclosing party and given the disclosing party a reasonable opportunity to obtain a apply for appropriate protective orderrelief in respect of such Confidential Information. 8.5 Notwithstanding 9.3. Each Party shall forthwith at the foregoingother Party’s written request and without prejudice to the requesting Party’s rights, LICENSEE return to the requesting Party or, at the first Party’s option, destroy all or such part of the requesting Party’s Confidential Information as it shall be specified. 9.4. Each Party may use with the other Party’s consent, such consent not to be unreasonably withheld or delayed, make general press announcements and disclose any CONFIDENTIAL INFORMATION publicise the Agreement and (including in general terms only) the terms of work undertaken within this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Service Agreement

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParties, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of confidentiality) under such Party becomes legally compelled to disclose any circumstance without advance written permission from the other party; and such information (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be retained by be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the recipient for monitoring relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Article 8 Section 6.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to (iii) in the event that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid such protective order of a court of competent jurisdiction or other supra-nationalremedy is not obtained, federalor the relevant Party waives compliance with this Section 6.2(a), national, regional, state, provincial furnish only that portion of such confidential information which is legally required to be provided and local governmental or regulatory body of competent jurisdiction or, if in the exercise its reasonable opinion of the receiving party’s legal counsel, endeavors to obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 6.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications unless otherwise required by Law or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYGovernment Authority.

Appears in 1 contract

Samples: Securities Purchase Agreement (FountainVest China Capital Partners GP3 Ltd.)

Confidentiality and Publicity. 8.1 Subject (a) Each of Insight and TCI will use commercially reasonable efforts to assure that any non-public information that such party may obtain from the other in connection with this Agreement with respect to the parties’ rights other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the Company at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of Insight and TCI to hold information in confidence pursuant to this Agreement, YALE and LICENSEE agree that during Section will be satisfied if such party exercises the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES same care with respect to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to such information as it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take exercise to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no similar information. In the event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return each of Insight and TCI will use all the CONFIDENTIAL INFORMATION disclosed reasonable efforts to it by the other party pursuant cause to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior delivered to the disclosure other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the disclosing party; orother, whether so obtained before or after the execution hereof. (b) is at Neither party will issue (or cause the time of disclosure Company to issue) any press release or has become thereafter publicly known through no fault make any other public announcement or omission attributable any oral or written statement to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of its or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of 's employees concerning this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding and the foregoingtransactions contemplated hereby, either party may use except as required by applicable Legal Requirements, without the prior written consent and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) approval of the other party in response to a valid order of a court of competent jurisdiction or other supra-nationalother, federal, national, regional, state, provincial which consent and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderapproval may not be unreasonably withheld. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Asset Contribution Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 8.1 Subject 6.1. Each Party agrees to keep confidential, during the Licence Period and for 5 years thereafter, and not to use for its own purposes (other than for the implementation of this Agreement), nor without the prior written consent of the other Parties to disclose to any third party (except its professional advisers or to the parties’ rights and obligations pursuant to this Agreementextent required by any law or any court or regulatory body of competent authority), YALE and LICENSEE agree that during the term terms of this Agreement and for [***] thereafter, each any information of them: a confidential nature (aincluding trade secrets and information of commercial value) will keep confidential and will cause their AFFILIATES which may become known to keep confidential and, in the case such Party through disclosure by any of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions Parties and which relates in sublicenses requiring any way to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality any of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) willParties, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatunless suchinformation: (a) is shown to have been known to public knowledge or developed already within the lawful possession of the receiving Party at the time of disclosure (but, for the avoidance of doubt, any collection, compilation or analysis of any information that is in the public domain, where such collection, compilation or analysis is presented or otherwise disclosed by the recipient prior any Party to the disclosure by other in a form that is not in the disclosing partypublic domain, will be treated as confidential information for the purposes of this Agreement); or (b) is at the time subsequently becomes public knowledge other than by any breach of disclosure this Agreement, any third-party agreement or has become thereafter publicly known through no fault or omission attributable to the recipientany law; or (c) is rightfully given to subsequently comes lawfully into the recipient from sources independent possession of the disclosing partyreceiving Party from a third party without any restriction on the disclosure thereof by the receiving Party; or (d) is independently developed by the receiving party without use of or reference Party, where such independent development can be shown by written evidence provided to the CONFIDENTIAL INFORMATION of the other partydisclosing Party (promptly at its request). 8.3 The terms 6.2. Each Party shall use all reasonable endeavours to prevent the unauthorised disclosure of this Agreement constitute CONFIDENTIAL INFORMATION any such confidential information, including any of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) , by any of such Party's personnel. 6.3. In the event of a public performance using the Service, the Licensees will procure that the Member Institutions acknowledge the use of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if Service in the reasonable opinion performance's programme notes. 6.4. During the Licence Period, nkoda can refer to its relationship with the Licensees and/or the Member Institutions (or any of them) on the 'Institutional Partnerships' page of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective ordernkoda website (at xxxxx://xxxxx.xxx/institution). 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Licensing Agreement

Confidentiality and Publicity. 8.1 Subject to (a) For a period of five years after the parties’ rights Closing Date and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafterexcept as otherwise required by Law, each of them: the Selling Parties shall, and shall cause its respective officers, directors, Affiliates, employees, agents and representatives to, hold in confidence and not disclose or use (ai) will keep any proprietary or other confidential and will cause their AFFILIATES to keep confidential and, in the case non-public information regarding a Purchasing Party or any Affiliate of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION a Purchasing Party disclosed to it by any Selling Party in connection with the other party, by taking (negotiation or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality preparation of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (cii) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by nature or resolution of any disputes arising under this Agreement after the Closing; and (iii) any proprietary or disclose other confidential non-public information relating to the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements Purchased Assets or the businesses of confidentiality) under any circumstance without advance written permission from the other party; and (d) willSellers, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party except for disclosures made pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by lawSection 6.7(c); provided, however, that the receiving party term “confidential and non-public information” shall not include any information publicly known through no fault of a Selling Party. The Purchasing Parties acknowledge that Maxco is a publicly held company and will first have given notice be required to disclose information about the disclosing party transactions described in this Agreement and given the disclosing party businesses of the Sellers by Law, by Nasdaq or in connection with securities Laws, and will be required by Law to file a reasonable opportunity copy of this Agreement with the SEC and Nasdaq and to obtain a protective orderinclude such filings as part of Maxco's website; all such filings and disclosures may be made by Maxco notwithstanding the provisions of this Section 6.7. 8.5 Notwithstanding (b) For a period of five years after the foregoingClosing Date and except as otherwise required by Law, LICENSEE may use each Purchasing Party shall, and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATESshall cause its officers, SUBLICENSEESdirectors, investors, prospective investors and acquirersAffiliates, employees, consultants agents and agents with a need representatives to, hold in confidence and not disclose or use (i) any proprietary or other confidential and non-public information (excluding information relating to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject Purchased Assets regarding the Selling Parties disclosed to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary the Purchasing Party in connection with prosecution the negotiation or preparation of this Agreement or the consummation of the Transactions described in this Agreement; and (ii) the nature or resolution of any patent applications dispute arising under this Agreement after the Closing, except for disclosures made pursuant to Section 6.7(c); provided, however, that the term “confidential and non-public information” shall not include any information publicly known through no fault of a Purchasing Party. The Selling Parties acknowledge that Quanex is a publicly held company and will be required to disclose information about the transactions described in this Agreement, the Purchased Assets and the businesses of the Sellers by Law, by the New York Stock Exchange or applications in connection with securities Laws, and will be required by Law to file a copy of this Agreement with the SEC and the New York Stock Exchange and to include such filings as part of Quanex’s website; all such filings and disclosures may be made by Quanex notwithstanding the provisions of this Section 6.7. (c) No public announcement or other publicity regarding the transactions described in this Agreement shall be made by any Party or any of its Affiliates, officers, directors, employees, representatives or agents, without the prior written agreement of Maxco and Quanex. The Parties shall prepare and release public announcements or press releases regarding the execution and delivery of this Agreement and the Closing. Any announcement shall be agreed to by Maxco and Quanex as to form, content, timing and manner of distribution or publication. Nothing in this Section 6.7 shall prevent the Parties from discussing the transactions described in this Agreement with those Persons whose Consent is required for REGULATORY APPROVAL before consummation of those transactions. The Parties shall exercise all reasonable efforts to assure that those Persons keep confidential any REGULATORY AUTHORITYinformation relating to this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Maxco Inc)

Confidentiality and Publicity. 8.1 Subject 7.13.1 Prior to the parties’ rights Closing, each Party will keep confidential any non-public information that such Party may obtain from the other in connection with this Agreement, and obligations following the Closing, each Party will keep confidential any non-public information that such Party may obtain from the other in connection with this Agreement unrelated to the Cable Business and Systems transferred by the other Party pursuant to this Agreement, YALE Agreement as well as any non-public information in the possession of such Party related to the Cable Business and LICENSEE agree that during Systems transferred by such Party to the term of other Party pursuant to this Agreement and for [***] thereafter, each of them: (a) will any such information that a Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Each Party will not disclose, and will cause their AFFILIATES its employees, consultants, advisors and agents not to keep confidential anddisclose, any Confidential Information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such Confidential Information to the detriment of the other; provided that (i) such Party may use and disclose any such Confidential Information once it has been publicly disclosed (other than by such Party in breach of its obligations under this Section) or which rightfully has come into the possession of such Party (other than from the other Party and other than from another Person in violation of any duty or obligation of confidentiality) and (ii) to the extent that such Party may, in the case reasonable opinion of LICENSEEits counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, such Party may disclose such Confidential Information if it will include provisions in sublicenses requiring its SUBLICENSEES to keep confidentialhave used all reasonable efforts, CONFIDENTIAL INFORMATION disclosed to it by and will have afforded the other partythe opportunity, by taking (to obtain an appropriate protective order or including provisions in sublicenses requiring other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be taken) whatever action disclosed. In the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all each Party will cause to be delivered to the CONFIDENTIAL INFORMATION disclosed to it other, and retain no copies of, any documents, work papers and other materials obtained by such Party or on its behalf from the other, whether so obtained before or after the execution hereof. 7.13.2 No Party will issue any press releases or make any other public announcement concerning this Agreement and the transactions contemplated hereby, except as required by applicable Legal Requirements, without the prior written consent and approval of the other party Party, which consent and approval may not be unreasonably withheld. 7.13.3 Each Party expressly agrees that, in addition to any other right or remedy the other may have, such other Party may seek and obtain specific performance of the covenants and agreements set forth in or made pursuant to this Agreement except for one copy which Section 7.13 and temporary and permanent injunctive relief to prevent any breach or violation thereof, and that no bond or other security may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient required from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the such other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYtherewith.

Appears in 1 contract

Samples: Asset Exchange Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) No party will keep confidential disclose any non-public information that such party may obtain from the other in connection with this Agreement or from Comcast with respect to the Telephony Business (it being understood and agreed that all proprietary information of Comcast that is included among the Acquired Assets shall become the proprietary information of Insight at Closing). Each party will cause its employees, consultants, advisors and agents not to disclose any such information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause their AFFILIATES its employees, consultants, advisors and agents not to keep confidential anduse, in such information to the case detriment of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights ; provided that (i) such party may use and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties such information once it has been publicly disclosed (other than to agents by such party in breach of its obligations under requirements this Section) or which rightfully has come into the possession of confidentiality) under any circumstance without advance written permission such party (other than from the other party; and ) and (dii) willto the extent that such party may, within [***] in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. In the event of termination of this Agreement, return each party will use all reasonable efforts to cause to be delivered to the CONFIDENTIAL INFORMATION disclosed other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution hereof; provided that, this sentence shall not apply to it information obtained pursuant to the Telephony Agreements, which shall be governed by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clausesTelephony Agreements. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at Neither Insight nor Comcast will issue any press release or make any other public announcement or any oral or written statement to its or the time other party’s employees concerning this Agreement and the transactions contemplated hereby, except as required by applicable Legal Requirements, without the prior written consent and approval of disclosure or has become thereafter publicly known through no fault or omission attributable the other, which consent and approval may not be unreasonably withheld (it being understood by Comcast that Insight intends to disclose this transaction in its filings with the recipient; orSecurities and Exchange Commission and to include this Agreement as an exhibit to such filings). (c) is rightfully given Comcast and Insight acknowledge that information about customers (“Customer Information”) may be exchanged between the parties and may be subject to the recipient from sources independent legal restrictions on use or disclosure, including without limitation laws relating to customer proprietary network information, as defined in 47 U.S.C. § 222 and implementing regulations of the disclosing party; or (d) is independently developed by FCC. Comcast and Insight may only obtain and use Customer Information in accordance with any applicable Legal Requirement. Comcast and Insight each agree to use Customer Information only for the receiving party purposes for which it was disclosed and not to further disseminate or disclose Customer Information to other Third Parties, without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of written approval from the other party or otherwise in response to a valid order of a court of competent jurisdiction or other supra-nationalaccordance with law, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, unless such disclosure is otherwise necessary for such party to meet its contractual obligations and the Third Party to whom the disclosure is made is bound by the same standards in its handling of Customer Information. Comcast and Insight will cooperate with each other to provide any customer notification and/or obtain any customer consents relating to customer proprietary network information required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderin accordance any applicable Legal Requirement. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Purchase Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 8.1 8.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; andthe (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one (1) copy which may be retained by the recipient for monitoring compliance with this Article Section 8 and any surviving clauses. 8.2 8.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party, as established by written records; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 8.3. If a party is required, in the opinion of such party’s attorney, to disclose any CONFIDENTIAL INFORMATION by law or by administrative or judicial order or other legal process, then such party shall (a) give the other party reasonable notice prior to disclosure to permit the other party to intercede with respect to such disclosure and (b) inform the recipient of the confidential and sensitive nature of the information sought and use reasonable efforts to cause the recipient to treat such information as confidential. 8.4. The financial terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: License Agreement

Confidentiality and Publicity. 8.1 Subject 11.1. All information which is disclosed by one party ("Disclosing Party") to the parties’ rights other ("Recipient") in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and obligations pursuant proprietary to the Disclosing Party and subject to this Agreement, YALE such information including but not limited to, orders for services, usage information in any form, and LICENSEE agree Customer Proprietary Network Information ("CPNI") as that during term is defined by the Act and the rules and regulations of the FCC ("Confidential and/or Proprietary Information"). 11.2. During the term of this Agreement Agreement, and for [***] a period of one (1) year thereafter, each Recipient shall (i) use it only for the purpose of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities performing under this Agreement; and , (cii) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement hold it in confidence and disclose it only to employees or disclose the other’s CONFIDENTIAL INFORMATION agents who need to any third parties (other than know it in order to agents perform under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all and (iii) safeguard it from unauthorized use or Disclosure using no less than the CONFIDENTIAL INFORMATION disclosed degree of care with which Recipient safeguards its own Confidential Information. 11.3. Recipient shall have no obligation to it by safeguard Confidential Information (i) which was in the other party pursuant 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 except for one copy by Recipient, (iii) which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent acquired by Recipient free of the disclosing party; or restrictions on its Disclosure, or (div) which is independently developed by personnel of Recipient to whom the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, Disclosing Party's Confidential Information if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, howevera court, or governmental agency, provided that Disclosing Party has been notified of the receiving party will first have given notice requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to the avoid disclosing party and given the disclosing party a such information until Disclosing Party has had reasonable opportunity time to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.Recipient agrees to

Appears in 1 contract

Samples: Master Resale Agreement (United States Telecommunications Inc/Fl)

Confidentiality and Publicity. 8.1 Subject 7.13.1. Prior to the parties’ rights Closing, each Party will keep confidential any non-public information that such Party may obtain from the other in connection with this Agreement, and obligations following the Closing, each Party will keep confidential any non-public information that such Party may obtain from the other in connection with this Agreement unrelated to the Cable Business, Systems and Shares transferred by IPWT pursuant to this AgreementAgreement as well as any non-public information in the possession of Charter related to the Cable Business, YALE Systems and LICENSEE agree that during the term of Shares transferred by IPWT to Charter pursuant to this Agreement and for [***] thereafter, each of them: (a) will any such information that a Party is required to keep confidential pursuant to this sentence shall be referred to as "Confidential Information"). Charter will not disclose, and will cause their AFFILIATES its employees, consultants, advisors and agents not to keep confidential anddisclose, any Confidential Information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its controlled Affiliates, directors, officers, employees, consultants, advisors and agents not to use, such Confidential Information to the detriment of the other; provided that (i) Charter may use and disclose any such Confidential Information once it has been publicly disclosed (other than by Charter in breach of its obligations under this Section) or which rightfully has come into the possession of Charter (other than from IPWT, IPSE or RMG and other than from another Person in violation of any duty or obligation of confidentiality) and (ii) to the extent that Charter may, in the case reasonable opinion of LICENSEEits counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, Charter may disclose such Confidential Information if it will include provisions in sublicenses requiring its SUBLICENSEES to keep confidentialhave used all reasonable efforts, CONFIDENTIAL INFORMATION disclosed to it by and will have afforded the other partythe opportunity, by taking (to obtain an appropriate protective order or including provisions in sublicenses requiring other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be taken) whatever action disclosed. In the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all Charter will cause to be delivered to IPWT, IPSE or RMG, and retain no copies of, any documents, work papers and other materials obtained by Charter or on its behalf from the CONFIDENTIAL INFORMATION disclosed to it other, whether so obtained before or after the execution hereof. 7.13.2. No Party will issue any press releases or make any other public announcement concerning this Agreement and the transactions contemplated hereby, except as required by applicable Legal Requirements, without the prior written consent and approval of the other party Party, which consent and approval may not be unreasonably withheld. 7.13.3. Each Party expressly agrees that, in addition to any other right or remedy the other may have, such other Party may seek and obtain specific performance of the covenants and agreements set forth in or made pursuant to this Agreement except for one copy which Section 7.13 and temporary and permanent injunctive relief to prevent any breach or violation thereof, and that no bond or other security may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient required from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the such other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYtherewith.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. 8.1 Subject 9.1 The terms of this clause 9 shall apply from the Commencement Date (in place of any previous confidentiality undertakings). Each Party shall keep the other's Confidential Information confidential and shall not divulge the same to any third party (except for the parties’ rights and obligations pursuant to purposes of this Agreement, YALE and LICENSEE agree that during ) or use it itself for any other purpose without the term prior written consent of the other Party. 9.2 The provisions of this Agreement and for [***] thereafter, each of themclause 9 shall not apply to any information: 9.2.1 which is in or comes into the public domain (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements a result of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination a breach of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other ); 9.2.2 is or was lawfully received from a third party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations not under an obligation of confidentiality described above shall not pertain with respect thereto; 9.2.3 is required to that part be disclosed under operation of law, by court order or by a regulatory body of competent jurisdiction (but then only to the extent and for the purpose of the CONFIDENTIAL INFORMATION that:required disclosure); (a) 9.2.4 is shown to have been known to or developed by the recipient prior to the approved for disclosure in writing by the disclosing party; or 9.2.5 was developed independently of and without reference to Confidential Information disclosed by the other Party provided always that: (a) each Party shall provide the other with at least ten 10 days' written notice of its intention to rely upon one or more of these exceptions (or, in the case of clause 9.2.3, as much notice as is reasonable and lawful in the circumstances); (b) if the whole or any part of a Party's Confidential Information is at any time subject to a request for disclosure pursuant to any law or regulation, then the time Party who is in receipt of that request shall, before any disclosure or has become thereafter publicly known through no fault or omission attributable is made, give the other Party reasonable opportunity to the recipientmake (and shall take into due consideration) its representations with regard to disclosure of its Confidential Information and/or exemption from disclosure; orand (c) except in the usual course of its business, neither Party shall knowingly do, omit to do or permit to be done, any act which would result in disclosure being required under clause 9.2.3 and, if such disclosure is rightfully given required, shall use reasonable endeavours to assist the recipient from sources independent Party whose Confidential Information is at risk of disclosure in challenging, avoiding and/or limiting that disclosure so far as is lawfully possible. 9.3 Each Party shall be entitled to divulge the disclosing party; or (d) is independently developed by other Party's Confidential Information to its Personnel, Affiliates and professional advisors who have a need to know the same in connection with this Agreement, provided that the receiving party without use shall ensure that such persons are aware of or reference and, shall procure that such persons comply with, these obligations of confidentiality. 9.4 Neither Party shall make any announcement relating to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms subject matter of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding or use the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION name (including the terms of this Agreementor logo) of the other in any publicity or advertising material, or to any other third party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in without the reasonable opinion consent of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderother Party. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Service Agreement

Confidentiality and Publicity. 8.1 Subject A. All business-sensitive and competitive information disclosed by Client or BST during the negotiation of this Agreement as well as information generated during the performance of the Services covered by this Agreement are considered proprietary and confidential to the parties’ rights disclosing Party and obligations shall not be disclosed to a third party. Also, neither Party shall use information except to perform duties pursuant to this Agreement. Each Party shall use the same standard to protect such information as it uses to protect its own similar confidential and proprietary information unless such information was previously known to the other Party free of any obligation to keep it confidential, YALE or has been or is subsequently made public by either Party or a third party. B. Unless otherwise required by applicable law or regulatory agency, each Party agrees that it shall not, without the prior written consent of the other Party, make any news release, VERSION FINAL. SEPTEMBER 3, 2003 CINGULAR WIRELESS LLC -------------------------------------------------------------------------------- EXHIBITS - Billing and LICENSEE Collections Services Operating Agreement by and among BellSouth Telecommunications, Inc. and Cingular Wireless LLC, effective September 1, 2003 EXHIBIT 10.62 BILLING AND COLLECTIONS SERVICES OPERATING AGREEMENT BETWEEN BELLSOUTH AND CINGULAR -------------------------------------------------------------------------------- public announcement, or denial or confirmation of the whole or any part of their agreement which names the other Party, or an affiliated company of the other Party. C. The Parties acknowledge that this Agreement contains confidential information which may be considered proprietary by either or both Parties, and agree that during the term to limit distribution of this Agreement to those individuals in their respective organizations, and for [***] thereafterin their affiliated companies, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to knowknow the contents of the Agreement or to meet the requirements of a court, collaborators, prospective collaborators and other third parties in regulatory body or government agency having jurisdiction over either Party provided that such Party will seek commercial confidential status for the chain of manufacturing and distribution, in each case who are subject Agreement to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as the extent such designation can reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYbe secured.

Appears in 1 contract

Samples: Billing and Collections Agreement (Cingular Wireless LLC)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParties, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) willtheir respective Affiliates, within [***] of termination of this Agreementand their Affiliates’ agents, return all the CONFIDENTIAL INFORMATION disclosed professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to it by the other party pursuant to this Agreement except for one copy know such confidential information in which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above case such Party shall not pertain to direct that part each of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including foregoing Person comply with the terms of this AgreementSection 6.2, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the other party in response to case may be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a valid protective order of a court of competent jurisdiction or other supra-nationalremedy or waive compliance with this Section 6.2(a), federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable opinion of the receiving party’s legal counsel, endeavors to obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 6.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications unless otherwise required by Law or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYGovernment Authority.

Appears in 1 contract

Samples: Securities Purchase Agreement (FountainVest China Capital Partners GP3 Ltd.)

Confidentiality and Publicity. 8.1 7.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE MOFFITT and LICENSEE agree that during the term of this Agreement and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses7. 8.2 7.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatthat as established by written records: (a) is shown to have been known to or developed by already in the recipient recipient’s possession prior to the disclosure by receipt from the disclosing party; or (b) is in the public domain by use and/or publication at the time of disclosure receipt from the disclosing party, or has become thereafter publicly known enters into the public domain through no fault or omission attributable to improper act of the recipientreceiving party; or (c) is rightfully given developed independently by the receiving party without reference to the recipient from sources independent information of the disclosing party; or (d) is independently developed properly obtained by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either from a third party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to with a valid order of legal right to disclose such information and such third party is not under a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, confidentiality obligation to such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice information to the disclosing party and given party; or (e) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party a reasonable is given prompt written notice and an opportunity to obtain seek a protective order. 8.5 Notwithstanding 7.3. Except as required by law, neither party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) to AFFILIATESAgreement without the prior written consent of the other party, SUBLICENSEESexcept that MOFFITT may share such terms with USF, investors, prospective and LICENSEE can share such terms with its potential investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of . MOFFITT may share LICENSEE’S CONFIDENTIAL INFORMATION as those with its investigators and USF, provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection that MOFFITT is responsible for the compliance with prosecution the confidentiality terms hereunder of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYsuch investigators and USF.

Appears in 1 contract

Samples: Exclusive License Agreement (Lion Biotechnologies, Inc.)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement17.1 Each party shall, YALE and LICENSEE agree that during the term of this Agreement Term and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by and shall not use for any purposes other than the proper implementation of this agreement, nor without the prior written consent of the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties party (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which its professional advisors or as may be retained required by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to law or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure any legal or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION regulatory authority), any Confidential Information of the other party. 8.3 17.2 Clause 17.1 shall not apply to the extent that such Confidential Information:- 17.2.1 was public knowledge at the time of disclosure, otherwise than through a breach of this agreement; 17.2.2 was already known to such party at the time of disclosure without obligation of confidentiality, prior to its disclosure; 17.2.3 subsequently becomes public knowledge other than by breach of this agreement; or 17.2.4 subsequently comes lawfully into the possession of such party from a third party which has no obligation of confidentiality. 17.3 Each party may disclose the Confidential Information of the other party only to those of its staff requiring the Confidential Information for the purposes of the agreement. Each party shall notify the other party if any of its staff connected with the provision or receipt of the Services becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 17.4 At the written request of the Customer, Quorum shall procure that each member of Quorum's Personnel identified in the Customer's request signs a confidentiality undertaking in favour of the Customer and in the form specified by the Customer prior to or at any time after commencing any work in connection with this agreement. 17.5 The terms of this Agreement constitute CONFIDENTIAL INFORMATION agreement may not be disclosed by either party (other than to its legal advisors or to comply with a regulatory or legal requirement) without the prior written consent of each the other party. 8.4 Notwithstanding the foregoing, either 17.6 The parties agree that each party may use and disclose any CONFIDENTIAL INFORMATION (including the terms seek such remedies as may be necessary to prevent a breach of confidentiality or other serious breach, or threatened breach, of this Agreementagreement. Such remedies may include, without limitation, injunctive relief and/or interdict and interim interdict. 17.7 At the Customer’s request, Quorum shall return, destroy or permanently erase (as directed in writing by the Customer) of any documents, handbooks, CD-ROMs or DVDs or other information or data it holds, reflecting, incorporating or based on Confidential Information belonging to the other party Customer. If required by the Customer, it shall provide written evidence (in response to a valid order the form of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required letter signed by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms an authorised signatory no later than 28 days after termination of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors agreement that these have been destroyed and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.it

Appears in 1 contract

Samples: Managed Services Agreement

Confidentiality and Publicity. 8.1 Subject 14.1. All information which is disclosed by one party (“Disclosing Party”) to the parties’ rights other (“Recipient”) in connection with this Agreement, or acquired in the course of performance of this Agreement, shall be deemed confidential and obligations pursuant proprietary to the Disclosing Party and subject to this Agreement, YALE such information including but not limited to, orders for services, usage information in any form, and LICENSEE agree CPNI as that during term is defined by the Act and the rules and regulations of the FCC (“Confidential and/or Proprietary Information”). If information is conveyed orally or through visual presentation, such information shall be considered confidential and proprietary and subject to the protections of this Section provided that the Disclosing Party indicates confidential at time of disclosure and designates it as such in writing within ten (10) days of the disclosure. 14.2. During the term of this Agreement Agreement, and for [***] a period of one (1) year thereafter, each Recipient shall 14.2.1. use it only for the purpose of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities performing under this Agreement; and, (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement 14.2.2. hold it in confidence and disclose it only to employees or disclose the other’s CONFIDENTIAL INFORMATION agents who have a need to any third parties (other than know it in order to agents perform under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all and 14.2.3. safeguard it from unauthorized use or Disclosure using no less than the CONFIDENTIAL INFORMATION disclosed degree of care with which Recipient safeguards its own Confidential Information. 14.3. Recipient shall have no obligation to it by safeguard Confidential Information 14.3.1. which was in the other party pursuant Recipient’s possession free of restriction prior to its receipt from Disclosing Party, 14.3.2. which becomes publicly known or available through no breach of this Agreement except for one copy by Recipient, 14.3.3. which may be retained is rightfully acquired by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations Recipient free of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; restrictions on its Disclosure, or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) 14.3.4. which is independently developed by personnel of Recipient to whom the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other partyDisclosing Party’s Confidential Information had not been previously disclosed. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party 14.4. Recipient may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, Confidential Information if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, howevera court, or governmental agency, provided that Disclosing Party has been notified of the receiving party will first have given notice requirement promptly after Recipient becomes aware of the requirement, and provided that Recipient undertakes all lawful measures to the avoid disclosing party and given the disclosing party a such information until Disclosing Party has had reasonable opportunity time to obtain a protective order. Recipient agrees to comply with any protective order that covers the Confidential Information to be disclosed. 8.5 Notwithstanding 14.5. Each Party agrees that in the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms 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 be exclusive, but shall be in addition to all other remedies available at law or in equity. 14.6. Unless otherwise agreed, neither Party shall publish or use the other Party's logo, trademark, service mark, name, language, pictures, symbols or words from which the other Party's name may reasonably be inferred or implied in any product, service, advertisement, promotion, or any other publicity matter, except that nothing in this paragraph shall prohibit a Party from engaging in valid comparative advertising. This §14.6 shall confer no rights on a Party to the service marks, trademarks and trade names owned or 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 AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least governmental entity or member thereof. 14.8. Except as protective of CONFIDENTIAL INFORMATION as those otherwise expressly provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION §14, nothing herein shall be construed as reasonably necessary in connection limiting the rights of either Party with prosecution respect to its customer information under any applicable law, including without limitation §222 of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYthe Act.

Appears in 1 contract

Samples: Master Interconnection and Resale Agreement

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParties, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents their respective agents, representatives, Affiliates, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, provided that (A) each Party is permitted to disclose information that is required to be disclosed by applicable Law, any Government Authority or applicable securities exchange, including in any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto, and (B) the Purchaser is permitted to disclose or cause to be disclosed, for the purpose of proposing, discussing, negotiating and executing the Merger or any transaction contemplated by or related to the Merger, information related to the transactions contemplated under requirements of confidentialitythis Agreement to DouYu and DouYu’s Affiliates and their respective directors, officers, agents, representatives, employees, existing and potential financing sources and investors, who need to know such confidential information (such disclosure as referred to in clauses (A) under and (B), the “Permitted Disclosure”), (ii) in the event that any circumstance without advance written permission from Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other party; and (d) will, within [***] Parties with prompt written notice of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by such requirement so that the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring Parties may, solely at their own cost and expense, seek a protective order or other remedy or waive compliance with this Article 8 Section 5.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall (iii) in the event that such protective order or other remedy is not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to obtained, or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms Parties waive compliance with this Section 5.2(a), furnish only that portion of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use such confidential information which is legally required to be provided and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response exercise its reasonable endeavors to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 5.2(a) shall not apply to any information that, at the receiving party will first have given notice time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by a Selling Shareholder) or of the Selling Shareholders (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law, any Government Authority or applicable securities exchange, provided that the Purchaser, the Company, DouYu and their respective Affiliates (not including, for the avoidance of doubt, the Selling Shareholders) shall be permitted to make press release or public announcement in respect of the Merger or transactions contemplated by or related to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderMerger. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Share Transfer Agreement (Tencent Holdings LTD)

Confidentiality and Publicity. 8.1 Subject (a) Each Party shall keep confidential any non-public information that it may obtain from the other in connection with this Agreement or the Related Agreements, and any non-public information in the possession of such Party related to the parties’ rights and obligations Plant, the Site or the Facility (any such information that a Party is required to keep confidential pursuant to this sentence shall be referred to as “Confidential Information”). For avoidance of doubt, Confidential Information includes without limitation all Buyer know-how relating to the Project Definition , and all information, records, renderings, drawings, knowledge, trade secrets, expertise, designs, data, practices and techniques supplied by Buyer to Seller in connection with the Project Definition. Except as otherwise provided in Article XXIII. of the Long Term Supply Agreement, YALE no Party may disclose Confidential Information to any other Person (other than its Affiliates and LICENSEE agree that during its and its Affiliates’ directors, officers and employees, and representatives of its advisors and lenders, in each case whose knowledge thereof is necessary in order to facilitate the term consummation of the transactions contemplated in this Agreement and for [***] thereafter, each or any Related Agreement) or use such Confidential Information to the detriment of them: the other Party; provided that (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party such Party may use and disclose any CONFIDENTIAL INFORMATION such information once it has been publicly disclosed (including other than by such Party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into possession of such Party (other than from the terms other Party), and (b) to the extent that such Party may, in the reasonable judgment of its counsel, be compelled by Laws to disclose any of such Confidential Information, such Party may disclose such Confidential Information if it has used commercially reasonable efforts, and has afforded the other Party the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be disclosed. The obligations set forth herein shall survive the termination or expiration of the last of the Related Agreements for a period of two years. (b) Each Party shall consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements concerning this Agreement) , the Related Agreements and the transactions contemplated hereby and thereby. Except as required by applicable Laws or by any national securities exchange or quotation system, no Party shall make any such release, announcement or statement without the prior written consent and approval of the other party in response Party, which shall not unreasonably be withheld. Each Party shall respond promptly to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial any such request for consent and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderapproval. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Conversion Agreement (Terra Industries Inc)

Confidentiality and Publicity. 8.1 Subject to i. In the parties’ rights and obligations pursuant to event that the parties have entered into a separate confidentiality agreement during contract negotiations for the provision of meter reading services, upon entering into this Agreement, YALE and LICENSEE agree that during following terms set out in this Clause 8 shall bind the term parties in respect of any Confidential Information disclosed between the parties on or after signature of this Agreement and for [***] thereafterAgreement ii. Except as otherwise provided hereunder, each of them: all Confidential Information communicated to one party by another or learned by one party (athe 'Recipient') will keep confidential and will cause their AFFILIATES to keep confidential andfrom another whether before or after the date hereof, shall be kept in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it confidence by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action Recipient and the party receiving Recipient shall use such information exclusively for the CONFIDENTIAL INFORMATION would take to preserve the confidentiality performance of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission . Any Confidential Information received from the other party; andparty shall be disclosed only to personnel of the Recipient and that of its sub contractors who need to know for the purposes of the Agreement. (d) williii. No Confidential Information, within [***] of termination including without limitation, the provisions of this Agreement, return all the CONFIDENTIAL INFORMATION shall be disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by Recipient, its agents, sub contractors, suppliers or employees without the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) written consent of the other party in response except where it is: a) required to a valid order of a be disclosed by law or court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or appropriate regulatory body of competent jurisdiction or, if body; b) in the reasonable opinion public domain at the time of receipt or enters the receiving party’s legal counsel, public domain other than by breach of this Agreement by the Recipient; c) rightfully obtained by the Recipient from sources other than the disclosing party without restriction in respect of disclosure or use; d) disclosed to its employees or authorised agents but then only to the extent that such disclosure is otherwise required necessary for the performance of the Agreement in which case, the Recipient will take all reasonable steps to ensure such information is treated as confidential by lawthe person to whom it is disclosed; provided, however, that the receiving party will first have given notice or e) disclosed to the disclosing party and given party’s professional advisers, or as may be required to be disclosed to the disclosing party a reasonable opportunity to obtain a protective orderoffice of water services. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose iv. Each party acknowledges that disclosure of any CONFIDENTIAL INFORMATION (including Confidential Information in breach of the terms of this Agreement) to AFFILIATESAgreement could have serious consequences, SUBLICENSEESand they agree that, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution event of any patent applications breach by a party of this Clause, the other party shall be entitled to equitable relief (including an injunction and specific performance) in addition to all other remedies available. The Recipient shall remain responsible for the disclosure of any Confidential Information by any third party to whom it discloses Confidential Information v. The obligations as to confidentiality shall remain in full force and effect for a period of 5 years from the expiry or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYtermination of this Agreement.

Appears in 1 contract

Samples: Wholesale Meter Reading Data Provision Service

Confidentiality and Publicity. 8.1 Subject 5.4.1. Each Party will use commercially reasonable efforts to assure that any non public information that such Party may obtain from the other in connection with this Agreement with respect to the parties’ rights purchase and sale of the TCID RMG Shares will be kept confidential and, unless and until the Closing occurs, such Party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (a) such Party may use and disclose any such information once it has been publicly disclosed (other than by such Party in breach of its obligations under this Section) or which rightfully has come into the possession of such Party (other than from the other Party) and (b) to the extent that such Party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such Party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation by either Party to hold information in confidence pursuant to this Agreement, YALE and LICENSEE agree that during Section will be satisfied if such Party exercises the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES same care with respect to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to such information as it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take exercise to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no similar information. In the event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return each Party will use all reasonable efforts to cause to be delivered to the CONFIDENTIAL INFORMATION disclosed to it other, and retain no copies of, any documents, work papers and other materials obtained by such Party or on its behalf from the other, whether so obtained before or after the execution hereof 5.4.2. No Party will issue any press releases or make any other party pursuant to public announcement concerning this Agreement and the transactions contemplated hereby, except for one copy which may be retained as required by applicable Legal Requirements, without the recipient for monitoring compliance with this Article 8 prior written consent and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION approval of the other partyParty, which consent and approval may not be unreasonably withheld. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charter Communications Holdings Capital Corp)

Confidentiality and Publicity. 8.1 8.1. Subject to the parties' rights and obligations pursuant to this Agreement, YALE INSTITUTIONS and LICENSEE agree that during the term of this Agreement and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s 's CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s 's CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s 's CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses8. 8.2 8.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party.; or 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreemente) of the other party in response is required to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if be disclosed by law in the reasonable opinion of the receiving party’s legal counselrecipient's attorney, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to but only after the disclosing party is given prompt written notice and given the disclosing party a reasonable an opportunity to obtain seek a protective order. 8.5 Notwithstanding 8.3. Except as required by law, neither party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and Agreement without the prior written consent of the other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYparty.

Appears in 1 contract

Samples: Exclusive License Agreement (Email Real Estate Com Inc)

Confidentiality and Publicity. 8.1 Subject to Clause 8.2, all Confidential Information disclosed or obtained as a result of the parties’ rights Agreement shall be kept confidential by the Parties and neither Party shall use nor disclose the other Party’s Confidential Information for any purpose other than to the extent necessary for the proper performance of its obligations pursuant to this the Agreement. Where the other Party's Confidential Information is disclosed by a Party to its employees, YALE agents or contractors or to third parties, such Confidential Information shall be subject to confidentiality obligations equivalent to those set out in the Agreement. Each Party shall procure that all its employees, agents, contractors and LICENSEE agree that during third parties to whom it discloses the term other Party's Confidential Information comply with such obligations. Confidential Information of members of the JLR Group shall be deemed to be Confidential Information of JLR for the purposes of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clausesClause 8. 8.2 The obligations of confidentiality described above in Clause 8.1 shall not pertain extend to that part any disclosure of Confidential Information which either Party can show by documentary evidence: 8.2.1 has been carried out with the prior written consent of the CONFIDENTIAL INFORMATION that:other Party; (a) 8.2.2 is shown to have been known to in, or developed by has become part of, the recipient public domain in printed publications in general circulation other than as a result of a breach of the obligations of confidentiality under the Agreement or any other duty of confidentiality; 8.2.3 was in its records prior to the disclosure by Commencement Date (other than from the disclosing party; orParty) and not subject to any duty of confidentiality; (b) 8.2.4 was independently disclosed to it by a third party entitled to disclose the same without any duty of confidentiality; 8.2.5 is at the time required to be disclosed under any applicable law, or requirement of disclosure any regulatory body or has become thereafter publicly known through no fault stock exchange, or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court or governmental body or authority of competent jurisdiction jurisdiction; or 8.2.6 was independently developed after disclosure under the Agreement without the aid, application or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if use in the reasonable opinion any way of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that Confidential Information of the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderother Party. 8.5 Notwithstanding 8.3 Neither Party shall make any announcement or otherwise publicise the foregoingexistence of or disclose to any person (other than to its professional advisers, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including then only subject to Clauses 8.1 and 8.2) the terms and conditions of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and the Agreement without the prior written consent of the other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYParty.

Appears in 1 contract

Samples: Non Production Software Licensing and Related Support and Maintenance Services

Confidentiality and Publicity. 8.1 7.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE XXXXXXX and LICENSEE agree that during the term TERM of this Agreement and for [***] five (5) years thereafter, each of them: (ai) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (bii) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (ciii) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (div) will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses7. 8.2 7.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatthat as established by written records: (ai) is shown to have been known to or developed by already in the recipient recipient’s possession prior to the disclosure by receipt from the disclosing party; or (bii) is in the public domain by use and/or publication at the time of disclosure receipt from the disclosing party, or has become thereafter publicly known enters into the public domain through no fault or omission attributable to improper act of the recipientreceiving party; or (ciii) is rightfully given developed independently by the receiving party without reference to the recipient from sources independent information of the disclosing party; or (div) is independently developed properly obtained by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either from a third party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to with a valid order of legal right to disclose such information and such third party is not under a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, confidentiality obligation to such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice information to the disclosing party and given party; or (v) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party a reasonable is given prompt written notice and an opportunity to obtain seek a protective order. 8.5 Notwithstanding 7.3. Except as required by law, neither party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) Agreement without the prior written consent of the other party, except that LICENSEE may disclose such terms to AFFILIATES, SUBLICENSEES, potential investors, prospective investors banks, financial advisors and potential acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain /merger candidates only upon such execution of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of an appropriate non-disclosure agreement. MOFFITT may share LICENSEE’S CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYits investigators.

Appears in 1 contract

Samples: Exclusive License Agreement (Kintara Therapeutics, Inc.)

Confidentiality and Publicity. 8.1 Subject (a) Each of Century and TCI will use commercially reasonable efforts to assure that any non-public information that such party may obtain from the other in connection with this Agreement with respect to the parties’ rights other's Cable Business and Systems (it being understood and agreed that all proprietary information of the transferring party that is included among the Assets of such transferring party shall become the proprietary information of the Partnership at Closing) will be kept confidential and such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of Century and TCI to hold information in confidence pursuant to this Agreement, YALE and LICENSEE agree that during Section will be satisfied if such party exercises the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES same care with respect to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to such information as it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take exercise to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no similar information. In the event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return each of Century and TCI will use all the CONFIDENTIAL INFORMATION disclosed reasonable efforts to it by the other party pursuant cause to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior delivered to the disclosure other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the disclosing party; orother, whether so obtained before or after the execution hereof. (b) is at Neither party will issue (or cause the time of disclosure Partnership to issue) any press release or has become thereafter publicly known through no fault make any other public announcement or omission attributable any oral or written statement to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of its or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of 's employees concerning this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding and the foregoingtransactions contemplated hereby, either party may use except as required by applicable Legal Requirements, without the prior written consent and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) approval of the other party in response to a valid order of a court of competent jurisdiction or other supra-nationalother, federal, national, regional, state, provincial which consent and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderapproval may not be unreasonably withheld. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Asset Contribution Agreement (Century Communications Corp)

Confidentiality and Publicity. 8.1 Subject 12.1 Each Party in possession of Confidential Information (the "Disclosing Party") may disclose some of its Confidential Information to the parties’ rights other Party (the "Receiving Party"); 12.2 The Receiving Party shall handle, use, treat and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of themutilise such Confidential Information as follows: (a) will keep confidential hold all Confidential Information received from the Disclosing Party in strict confidence; (b) use such Confidential Information only for the purposes of fulfilling their respective obligations under this Agreement (c) reproduce such Confidential Information only to the extent necessary for such purpose; (d) restrict disclosure of such Confidential Information to its employees with a need to know (and will cause their AFFILIATES to keep confidential and, in advise such employees of the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable careobligations assumed herein); and (be) will only disclose not reverse engineer, disassemble, decompile, or otherwise analyse the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clausesSoftware. 8.2 12.3 The obligations restrictions on the Receiving Party's use and disclosure of confidentiality described Confidential Information as set forth above shall not pertain apply to that part of any Confidential Information which the CONFIDENTIAL INFORMATION thatReceiving Party can demonstrate: (a) is shown to have been known to or wholly and independently developed by the recipient prior to Receiving Party without the disclosure by use of Confidential Information of the disclosing partyDisclosing Party; or (b) is at the time of disclosure or has become thereafter publicly generally known through no fault or omission attributable to the recipientpublic from a source having the right to disclose such Confidential Information; or (c) is rightfully given at the time of disclosure to the recipient from sources independent Receiving Party, was known to such Receiving Party free of restriction and evidenced by documentation in the disclosing partyReceiving Party's possession; or (d) is independently developed approved for release by written authorisation of the receiving party without use of or reference Disclosing Party, but only to the CONFIDENTIAL INFORMATION extent of the other party.and subject to such conditions as may be imposed in such written authorisation; or 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreemente) of the other party is disclosed in response to a valid order of a court of competent jurisdiction or other supra-nationalrelevant governmental body or any political subdivision thereof, federal, national, regional, state, provincial but only to the extent of and local governmental or regulatory body for the purposes of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by laworder; provided, however, that if the receiving party will first have given notice Receiving Party receives an order or request to disclose any Confidential Information by a court of competent jurisdiction or a governmental body, then the disclosing party Receiving Party agrees: (i) if not prohibited by the request or order, immediately to inform the Disclosing Party in writing of the existence, terms, and given circumstances surrounding the disclosing party a reasonable opportunity request or order; (ii) to consult with the Disclosing Party on what steps should be taken to avoid or restrict the disclosure of Confidential Information;‌ (iii) to give the Disclosing Party the chance to defend, limit or protect against the disclosure; and (iv) if disclosure of Confidential Information is lawfully required, to supply only that portion of the Confidential Information which is legally necessary and try to obtain a protective orderconfidential treatment for any Confidential Information required to be disclosed. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Software as a Service (Saas) Agreement

Confidentiality and Publicity. 8.1 Subject to In the parties’ rights and obligations course of their activities pursuant to this Agreement, YALE the Parties anticipate that they may disclose Confidential Information to one another and LICENSEE agree that during the term either Party may, from time to time, be a disclosing Party or a recipient of Confidential Information. The Parties wish to protect such Confidential Information in accordance with this Section 8. The provisions of this Agreement Section 8 shall apply to disclosures furnished to or received by a Party and for [***] thereafterits agents and representatives (which may include agents and representatives of its Affiliates). Each Party shall advise its agents and representatives of the requirements of this Section 8 and shall be responsible to ensure their compliance with such provisions. The provisions of this Section 8 shall supersede and replace any prior agreements between the Parties relating to Confidential Information covered hereby. In addition to any other remedies available in law or equity, each of them: (a) will keep confidential the disclosing Party shall be entitled to temporary and will cause their AFFILIATES to keep confidential and, permanent injunctive relief in the case event of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained a breach by the recipient for monitoring compliance with under this Article 8 and any surviving clausesSection 8. 8.2 The obligations of confidentiality described above shall For purposes hereof, “Confidential Information” with respect to a disclosing Party means all Proprietary Information, in any form or media, concerning the disclosing Party or its Affiliates that the disclosing Party or its Affiliates furnishes to the recipient, whether furnished before or after the Effective Date, and all notes, analyses, compilations, studies and other materials, whether prepared by the recipient or others, that contain or reflect such Proprietary Information; provided, however, that Confidential Information does not pertain to include information that part of the CONFIDENTIAL INFORMATION that: (a) is shown or hereafter becomes generally available to have been the public other than as a result of a disclosure by the recipient, (b) was already known to or developed by the recipient prior to the disclosure by receipt from the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable Party as evidenced by prior written documents in its possession not subject to an existing confidentiality obligation to the recipient; or disclosing Party, (c) is rightfully given disclosed to the recipient from sources independent on a non-confidential basis by a Person who is not in default of any confidentiality obligation to the disclosing party; or Party, or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION on behalf of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 recipient without reliance on information received hereunder. Notwithstanding the foregoing, either party may all Know-How directed to Compound or Product or the manufacture, formulation or use and disclose any CONFIDENTIAL INFORMATION (including of Compound or Product shall be deemed the terms Confidential Information of Endocyte. The contents of this Agreement) Agreement shall be deemed to be Confidential Information of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective ordereach Party. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Development and License Agreement (Endocyte Inc)

Confidentiality and Publicity. 8.1 Subject (a) Each party hereto will hold, and will use its best efforts to cause its Affiliates, and their respective Representatives to hold, in strict confidence from any Person (other than any such Affiliate, unless (i) compelled to disclose by judicial or administrative process (including without limitation in connection with obtaining the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term necessary approvals of this Agreement and for [***] thereafter, each the transactions contemplated hereby of them: Governmental or Regulatory Authorities) or by other requirements of Law or (aii) will keep confidential and will cause their AFFILIATES to keep confidential and, disclosed in an Action or Proceeding brought by a party hereto in pursuit of its rights or in the case exercise of LICENSEEits remedies hereunder, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by all documents and information concerning the other party, by taking (party or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality any of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed Affiliates furnished to it by the other party pursuant to or such other party’s Representatives in connection with this Agreement or the transactions contemplated hereby, except for one copy which may to the extent that such documents or information can be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been (A) previously known by the party receiving such documents or information, (B) in the public domain (either prior to or developed after the furnishing of such documents or information hereunder) through no fault of such receiving party or (C) later acquired by the recipient prior receiving party from another source if the receiving party is not aware that such source is under an obligation to another party hereto to keep such documents and information confidential; provided that following the Closing the foregoing restrictions will not apply to Buyer’s use of documents and information concerning Descap furnished by Sellers hereunder. In the event the transactions contemplated hereby are not consummated, the foregoing restrictions shall continue to apply to the disclosure parties until the second anniversary of the date on which discussions between the parties regarding the sale of Descap to First Albany are terminated, and upon the request of the other party, each party will and will cause its Affiliates and their respective Representatives to promptly redeliver or cause to be redelivered all copies of documents and information furnished by the disclosing party; orother party in connection with this Agreement or the transactions contemplated hereby and destroy or cause to be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the party furnished such documents and information or its Representatives. (b) is At all times at or before the time of disclosure Closing, Sellers and Buyer will not issue or has become thereafter publicly known through no fault make any reports, statements or omission attributable releases to the recipient; or (c) is rightfully given public or generally to the recipient from sources independent clients or other Persons to whom Descap provides services or with whom Descap otherwise has significant business relationships with respect to this Agreement or the transactions contemplated hereby without the consent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference other, which consent shall not be unreasonably withheld, provided, however that to the CONFIDENTIAL INFORMATION extent any client of Descap is also a current or former client of Buyer, Buyer shall be entitled to make statements to such clients in the ordinary course of business. If either party is unable to obtain the approval of its public report, statement or release from the other party and such report, statement or release is, in the opinion of legal counsel to such party, required by Law in order to discharge such party's disclosure obligations, then such party may make or issue the legally required report, statement or release and promptly furnish the other party with a copy thereof. Sellers and Buyer will also obtain the other party. 8.3 The terms 's prior approval of this Agreement constitute CONFIDENTIAL INFORMATION any press release to be issued immediately following the Closing announcing the consummation of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of transactions contemplated by this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Albany Companies Inc)

Confidentiality and Publicity. 8.1 Subject 9.1 Each party will keep strictly confidential all Confidential Information belonging to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose and/or the other’s CONFIDENTIAL INFORMATION Representatives which is received or obtained during the negotiation or performance of this Contract and, except with the prior written consent of the other (or of the relevant Representative of the other) or to the extent that disclosure is required by law, will not disclose such Confidential Information to any third party or copy or use it for any purpose other than for the proper performance of its officers, employees obligations or agents, under requirements the proper exercise of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; andContract. (c) 9.2 Neither party will not use acquire any right in or title to Confidential Information of the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to Representatives nor any third parties (other than to agents under requirements licence in respect of confidentiality) under any circumstance without advance written permission from it except as expressly stated in this Contract. Each party will protect the Confidential Information of the other party; and (d) willand of the other’s Representatives as if it were its own Confidential Information and will not copy, within [***] summarise, modify or disclose it except to the minimum extent necessary to perform its obligations or exercise its rights under this Contract. Each party will ensure that all persons to whom it discloses Confidential Information of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained or the other’s Representatives are bound by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described and non-­disclosure at least equivalent to those in this Contract. 9.3 The duties imposed on the parties by clauses 9.1 and 9.2 above shall do not pertain extend to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to information or developed by the recipient prior to the disclosure by the disclosing party; or (b) is data which at the time of its disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed use by the receiving party without use of or reference party:-­ 9.3.1 is generally available and known to the CONFIDENTIAL INFORMATION of the public other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion than by reason of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that breach of this clause 9;; 9.3.2 the receiving party will first have given notice can demonstrate had previously come lawfully into the receiving party’s possession from a third party under no restriction as to its use or disclosure;; or 9.3.3 the receiving party can demonstrate that it developed independently without reliance on Confidential Information of the other or of the other’s Representatives. 9.4 Each party agrees and acknowledges that damages alone may not be an adequate remedy for breach of this clause 9 and that each party and their Representatives may be entitled to seek injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this clause 9. 9.5 GRIDTEQ may use the Customers Logo on sales and promotional material without notification to the disclosing Customer. However neither party and given will use the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoingother’s name nor issue any statement, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATESpress release, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary advertising or other publicly disseminated material in connection with prosecution this Contract without the other’s express prior written consent (not to be unreasonably withheld). 9.6 On termination of this Contract, each party shall;; a) return to the other party all documents and materials (and any patent applications copies thereof) containing, reflecting, incorporating or applications based on the other party’s Confidential Information;; b) erase all the other party’s Confidential Information from its computer systems (to the extent possible);; and c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. 9.7 The obligations in this clause 9 will remain in force following termination of this Contract for REGULATORY APPROVAL before any REGULATORY AUTHORITYreason.

Appears in 1 contract

Samples: M2m Terms and Conditions

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Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential andor proprietary information with respect to the other Parties, the Business or the Group Companies or relating to the transactions contemplated hereby, (ii) in the case event that any Party or any agent, representative, Affiliate, employee, officer or director of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES such Party becomes legally compelled to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by disclose any such information (except for the other party, by taking (or including provisions in sublicenses requiring information that is required to be taken) whatever action disclosed in the party receiving Purchaser’s filing or reporting with the CONFIDENTIAL INFORMATION would take to preserve SEC as required under applicable securities law, including the confidentiality Purchaser’s annual report on Form 20-F), provide the relevant Party with prompt written notice of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose such requirement so that the other’s CONFIDENTIAL INFORMATION to its officers, employees relevant Party may seek a protective order or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement remedy or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring waive compliance with this Article 8 Section 6.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to (iii) in the event that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid such protective order of a court of competent jurisdiction or other supra-nationalremedy is not obtained, federalor the relevant Party waive compliance with this Section 6.2(a), national, regional, state, provincial furnish only that portion of such confidential information which is legally required to be provided and local governmental or regulatory body of competent jurisdiction or, if in the exercise its commercially reasonable opinion of the receiving party’s legal counsel, efforts to obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 6.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by any Selling Shareholder) or of the Selling Shareholders (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications unless otherwise required by Law or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYGovernment Authority.

Appears in 1 contract

Samples: Share Purchase Agreement (58.com Inc.)

Confidentiality and Publicity. 8.1 Subject to 14.1. During the parties’ rights Term and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term after termination or expiration of this Agreement and for [***] thereafter, each of themany reason the Receiving Party: (a) will shall keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep Confidential Information confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and; (b) will only may not disclose the other’s CONFIDENTIAL INFORMATION Confidential Information to its officers, employees another person except with the prior written consent of the Disclosing Party or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under in accordance with this Agreement, including Clauses 14.2 and 14.3; and (c) will may not use the other party’s CONFIDENTIAL INFORMATION Confidential Information for a purpose other than as expressly permitted by the performance of its obligations under this Agreement. 14.2. During the term of this Agreement or the Receiving Party may disclose the other’s CONFIDENTIAL INFORMATION Confidential Information to any third parties (other than the following to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatextent reasonably necessary: (a) is shown to have been known to or developed by its employees for the recipient prior to the disclosure by the disclosing party; orpurposes of this Agreement; (b) is at the time third parties as required to comply with applicable law or regulation including that of disclosure any Governmental Body or has become thereafter publicly known through no fault regulatory authority (including any recognized listing or omission attributable to the recipient; orsecurities authority) or as required as part of a debt financing or financial restructuring process; (c) is rightfully given to the recipient from sources independent of the disclosing partyits professional advisers and contractors; or (d) is independently developed rescue agencies for the purposes of assisting in distress and safety missions (each a "Recipient"), provided that the Receiving Party shall make each Recipient aware of and ensure compliance with the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement. In addition, Inmarsat may disclose Confidential Information to third parties in connection with national or international accident investigations or safety improvements activities. 14.3. Clauses 14.1 and 14.2 do not apply to Confidential Information which (a) comes into the public domain other than through a breach of this Agreement by the receiving Receiving Party or a Recipient, (b) can be shown by the Receiving Party to the Disclosing Party's reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party, or (c) subsequently comes lawfully into the possession of the Receiving Party from a third party without use any obligation of or reference confidentiality. 14.4. Upon request from the Disclosing Party the Receiving Party shall promptly return to the CONFIDENTIAL INFORMATION Disclosing Party or destroy (as requested) all copies of Confidential Information, except that the Receiving Party may retain that Confidential Information required to be retained by it pursuant to applicable law. 14.5. Without limiting the generality of Clause 14.2 (b) above, either Party may disclose all or part of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding to the foregoingextent required by applicable law, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental by a Government Body or regulatory body the requirements of competent jurisdiction any recognized listing or securities filing authority should that Party seek such listing or filing for itself or, if in part of a wider group of companies, should its direct or indirect parent company so seek such listing or filing. 14.6. Notwithstanding the reasonable opinion rest of this Clause 14, Inmarsat may provide Customer Confidential Information to Inmarsat’s Affiliates only as reasonably required for Inmarsat’s legitimate business purposes, provided that Inmarsat maintains the confidential nature of the receiving partyConfidential Information in accordance with this Clause 14. 14.7. Inmarsat shall have in place a policy to ensure that Confidential Information disclosed by Customer to Inmarsat in accordance with the provisions of this Agreement is held in a manner that reflects Inmarsat’s legal counselobligations under relevant competition laws. 14.8. Inmarsat shall be entitled, without restriction or the need to obtain Customer’s prior consent, to publicize the fact that Customer is a customer of Inmarsat. Except for this, neither Party will make any public announcement or issue any press release concerning this Agreement or the transactions contemplated under this Agreement without the other Party’s prior written consent, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice consent not to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderbe unreasonably withheld or delayed. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Master Supply Agreement

Confidentiality and Publicity. 8.1 Subject to (a) Any non-public information that a party may obtain from another party in connection with the parties’ rights negotiation and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term execution of this Agreement and for [***] thereafter, each or the consummation of them: (a) the transactions contemplated hereby will keep confidential and will cause their AFFILIATES to keep be confidential and, in unless and until the case of LICENSEEClosing occurs, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the such party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION any such information to any third parties other Person (other than its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders whose knowledge thereof is necessary in order to agents under requirements facilitate the consummation of confidentialitythe transactions contemplated hereby) under or use such information to the detriment of any circumstance without advance written permission from the other party; and provided that (di) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either such party may use and disclose any CONFIDENTIAL INFORMATION such information once it has been publicly disclosed (including other than by such party in breach of its obligations under this Section) or that has rightfully come into the terms possession of such party (other than in connection with this Agreement) and, (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information. (b) Sellers and Buyer each will consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements, and any written statements to MNH Employees concerning this Agreement and the transactions contemplated hereby. Prior to Closing, neither of Sellers nor Buyer will make any such release, announcement or statement without the prior written consent and approval of the other party in response to a valid order of a court of competent jurisdiction (which approval shall not be unreasonably withheld or other supra-nationaldelayed), federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise except as required by law; providedapplicable Legal Requirements, however, that in which case the receiving other party will first have given notice or parties shall be consulted to the disclosing party extent reasonably practicable as to the content and given the disclosing party a reasonable opportunity timing of such release, announcement or statement to obtain a protective orderbe issued. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Purchase Agreement (Meredith Corp)

Confidentiality and Publicity. 8.1 7.1 YALE and LICENSEE each recognize that the other’s CONFIDENTIAL INFORMATION constitutes highly valuable information. Subject to the partiesParties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] five years thereafter, each of themthey: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES Affiliates to keep confidential, the other’s CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION it would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its that is necessary for those officers, employees or agents, under requirements of confidentiality, for purposes of carrying agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will will, not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) except sublicensees under any circumstance without advance written permission from the other partyParty; and (d) will, within [***] sixty (60) days of the request of the other Party upon termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party Party pursuant to this Agreement except for one copy which may be retained by the recipient Recipient for monitoring compliance with this Article 8 and any surviving clauses7. 8.2 7.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatwhich: (a) is shown to have been was known to or developed by the recipient Party prior to the disclosure by the disclosing partyParty; or (b) is at the time of disclosure or has become thereafter becomes publicly known through no fault or omission attributable to the recipientrecipient Party; or (c) is rightfully given to the recipient Party from sources independent of the disclosing partyParty; or (d) is independently developed required to be disclosed by law in the receiving party without use opinion of or reference recipient Party’s General Counsel, but only after prompt written notice to the owner of the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain seek a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) order or to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need agree to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.such disclosure,

Appears in 1 contract

Samples: Exclusive License Agreement (Aries Ventures Inc)

Confidentiality and Publicity. 8.1 Subject to The Parties hereto shall keep confidential the parties’ rights terms and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term conditions of this Agreement and for [***] thereafter, each all trade and business secrets of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential the other Party and, without limitation, any other information related to a Party’s operations, inventions, systems, processes, methodologies, plans, know-how or other business, commercial or financial affairs (the “Confidential Information”) whether marked confidential or not which is obtained under or in connection with this Agreement. Neither Party shall have any such obligation with respect to information which, through no wrongful act of such Party, is already in its possession at the case time of LICENSEEdisclosure, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidentialis independently developed, CONFIDENTIAL INFORMATION disclosed to it by the is lawfully obtained from a third Party under no obligations of confidentiality, becomes publicly known other party, by taking (than as a result of a breach of this Agreement or including provisions in sublicenses requiring is lawfully required to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event disclosed by a court or any governmental or regulatory authority. The Parties shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION Confidential Information to its officersthose employees, employees partners or agents, under requirements authorised third parties who need to know for the performance of confidentiality, for purposes of carrying out its rights and responsibilities under any duties in connection with this Agreement; and (c) , but only after making them aware of the confidential nature of the information and taking all reasonable steps to ensure they will not use adhere to obligations equivalent to those set out in this Clause 16. Furthermore, the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or Customer may disclose certain Confidential Information in accordance with the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements provisions of confidentiality) under any circumstance without advance written permission from Clause 30. In the other party; and (d) will, within [***] event of termination of this AgreementAgreement for any reason whatsoever, return all property or Confidential Information belonging to one Party which is in the CONFIDENTIAL INFORMATION disclosed to it by possession of the other party pursuant Party shall be returned immediately and no copies or parts thereof in any format will be retained and written evidence of compliance with this obligation shall also be given. The foregoing provisions of this Clause 16.3 shall not apply to this Agreement except for one copy any Confidential Information (or part thereof) which may is required to be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The law. These obligations of confidentiality described above shall not pertain to that part of will remain in force for three (3) years following the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to termination or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms expiry of this Agreement) . Notwithstanding Clause 16.1 the Technical Specialist may disclose that the Customer is a client of SAS and use the Customer’s name for any promotion or marketing purposes if it first obtains the written consent of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counselCustomer, such consent not to be unreasonably withheld or delayed, provided that such publicity shall not involve the disclosure is otherwise required by law; provided, however, of any Confidential Information and that the receiving party will Customer shall have first have given notice consented to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution contents of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYpublicity material.

Appears in 1 contract

Samples: Premium Customer Service Package Agreement

Confidentiality and Publicity. 8.1 Subject 10.1 Each Recipient Party agrees to: 10.1.1 use Confidential Information solely for the purposes envisaged under this Contract and not to use the Confidential Information for any other purposes; 10.1.2 ensure that only those of its employees, agents, advisers or sub-contractors who are directly concerned with the performance of this Contract have access to the parties’ rights and obligations pursuant Confidential Information on a "need to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable careknow" basis; and (b) will only 10.1.3 keep the Confidential Information secret and confidential and not to disclose such Confidential Information to any third party for any reason without the other’s CONFIDENTIAL INFORMATION prior written consent of the Disclosing Party. 10.2 The obligations of confidence referred to in Clause 10.1 above shall not extend to any Confidential Information which: 10.2.1 is or becomes generally available to the public otherwise than by reason of a breach by the Recipient Party of the provisions of Clause 10.1; 10.2.2 is known to the Recipient Party and is at its free disposal prior to its officers, employees disclosure by the Disclosing Party; 10.2.3 is subsequently disclosed to the Recipient Party without obligations of confidence by a third party owing no such obligations of confidence to the Disclosing Party in respect of that Confidential Information; 10.2.4 is required to be disclosed by any court or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreementgovernment authority competent to require such disclosure; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted 10.2.5 by this Agreement any material applicable law, legislation or regulation. 10.3 Xxxxxxxxxxxxxxx Xxxxxx 00.0, Xxxxxxxx XX may disclose the other’s CONFIDENTIAL INFORMATION any Confidential Information to any third parties (other than company in the Vodafone Group provided always that such company agrees to agents under requirements of confidentiality) under any circumstance without advance written permission from observe the other party; and (d) will, within [***] of termination of same confidentiality obligations imposed on Vodafone NL pursuant this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clausesClause 10. 8.2 The obligations of confidentiality described above 10.4 No Party shall not pertain to that part of make any public statements or issue any press releases about this Contract or its contents or any other arrangements or potential arrangements between the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by Parties without the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION written consent of the other partyParty. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Linking Agreement (Mandalay Media, Inc.)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its representatives to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person) all confidential andor proprietary information with respect to the other Party or relating to the transactions contemplated hereby, (ii) in the case event that such Party or any of LICENSEEits representatives becomes legally compelled to disclose any such information, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by provide the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality Party with prompt written notice of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use such requirement so that the other party’s CONFIDENTIAL INFORMATION Party may seek a protective order or other than as expressly permitted by this Agreement remedy or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring waive compliance with this Article 8 Section 5.3(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall (iii) in the event that such protective order or other remedy is not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to obtained, or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms Party waives compliance with this Section 5.3(a), furnish only that portion of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use such confidential information which is legally required to be provided and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response exercise its commercially reasonable efforts to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 5.3(a) shall not apply to any information that, at the receiving party will first have given notice time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by the disclosing Party or that is required to be disclosed pursuant to otherwise compelled by securities Laws or stock exchange rules and, provided further, that each Party may disclose the contents of the Transaction Documents and the transactions contemplated thereby to its Affiliates and its and their respective directors, officers, employees, shareholders, investment bankers, lenders, accountants, auditors, insurers, business or financial advisors, and attorneys who are, in each case, under appropriate confidentiality obligations to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderParty. 8.5 Notwithstanding the foregoing(b) No Party shall make, LICENSEE may use and disclose or cause to be made, any CONFIDENTIAL INFORMATION (including the terms press release or public announcement in respect of this AgreementAgreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party, unless otherwise required by Law or Government Authority. (c) Notwithstanding anything to AFFILIATESthe contrary herein, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided nothing in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary Agreement shall prevent or restrict any communication or discussion between the Seller or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYthe transactions contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) Purchaser recognizes, understands and agrees that Purchaser will keep confidential become aware of certain information regarding the ownership and will cause their AFFILIATES operation of the Property, including, specifically, without limitation, the information to be provided to Purchaser pursuant to Section 3.1 hereof and the information to be obtained by Purchaser pursuant to Section 3.2 hereof. Purchaser agrees that, unless required pursuant to a subpoena properly issued by a court of competent jurisdiction, or as may be required in Purchaser’s reasonable opinion to be disclosed in any SEC or other regulatory filings, it shall not disclose any such information to any third party or parties, except to agents, employees or independent contractors advising or assisting Purchaser with the transaction contemplated hereby, potential or actual investors, potential and actual lenders of all or a portion of the Purchase Price; provided that such parties likewise agree or are otherwise bound to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep such information confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and. (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights Purchaser and responsibilities under this Agreement; and Seller each hereby covenants that (ci) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or Closing neither Purchaser nor Seller shall issue any press release or public statement (ba “Release”) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable with respect to the recipient; or (c) is rightfully given to transaction without the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) prior written consent of the other party in response hereto, except to a valid order of a court of competent jurisdiction the extent required by applicable law, and (ii) after the Closing, any Release issued by Purchaser or other supra-national, federal, national, regional, state, provincial Seller shall be subject to the prior review and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion approval of the receiving party’s legal counselother party hereto (which approval shall not be unreasonably withheld or delayed), except to the extent required by applicable law. If Purchaser or Seller is required by applicable law to issue a Release, such disclosure is otherwise required by law; providedparty shall, however, that the receiving party will first have given notice at least two (2) Business Days prior to the disclosing party and given issuance of the disclosing party same, deliver a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding copy of the foregoing, LICENSEE may use and disclose proposed Release (other than any CONFIDENTIAL INFORMATION (including the terms of this AgreementSEC filing) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and the other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least party (as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications appropriate) for REGULATORY APPROVAL before any REGULATORY AUTHORITYits review.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

Confidentiality and Publicity. 8.1 Subject 9.1 Each party undertakes at all times to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and hold in confidence for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (to use only for the purposes hereof and not to print, publicise or including provisions in sublicenses requiring otherwise disclose to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality any third party, Confidential Information of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements . Confidential Information of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and does not however include any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatdocument, material, idea, data or other information which: (a) is shown to have been known to or developed by the recipient prior to receiving party, under no obligation of confidence, at the time of disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter becomes publicly known through no fault or omission attributable to wrongful act of the recipientreceiving party; or (c) is rightfully given lawfully obtained by the receiving party from a third party who in making such disclosure breaches no obligation of confidence to the recipient from sources independent of the disclosing other party; or (d) is independently developed by the receiving party; or (e) is disclosed by the disclosing party without use to a third party under no obligation of confidence. 9.2 Notwithstanding Clause 9.1, nothing in this Agreement shall be construed to prevent or reference restrict the parties from: (a) disclosing Confidential Information to the CONFIDENTIAL INFORMATION Client to such extent only as is necessary for the purposes contemplated by this Agreement if the Client has signed a written agreement that subjects the Client to confidentiality obligations in respect of such Confidential Information that are equal to or more stringent than those contained in this agreement; or (b) disclosing or using in the course of their business any technical knowledge, skill or expertise of a generic nature acquired by the parties in the performance of this Agreement. 9.3 The parties shall ensure that their employees, subcontractors and agents shall only be given access to any Confidential Information received from the other party (i) on a "need to know" basis for the purposes of this Agreement and (ii) if the employee, subcontractor or agent has signed a written agreement that subjects the employee, subcontractor or agent to confidentiality obligations that are equal to or more stringent than those contained in this agreement. A disclosing party may require the other party to verify compliance with this provision. 9.4 In the event of disclosure of Confidential Information to a third party in default of the provisions of this Clause 9, the defaulting party shall use all reasonable endeavours to assist the disclosing party in recovering and preventing such third party from using, disseminating, selling or otherwise disposing of such. 9.5 Each party undertakes not to publicise or otherwise disclose this Agreement and the contents thereof without the prior consent of the other party. 8.3 . The terms Subcontractor agrees that Oasis may disclose all or part of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given Client if Oasis deems it necessary to do so in order to procure the disclosing party a reasonable opportunity to obtain a protective orderContract. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Teaming Agreement (Schimatic Cash Transactions Network Com Inc)

Confidentiality and Publicity. 8.1 8.1. Subject to the parties' rights and obligations pursuant to this Agreement, YALE Dartmouth and LICENSEE Licensee agree that during the term of this Agreement Term and for [***] five (5) years thereafter, each the recipient of themthe other party's Confidential Information: (a) will keep confidential and will cause its Affiliates, Sublicensees and its and their AFFILIATES respective employees, agents, contractors and associate (collectively, "Representatives") that have access to the disclosing party's Confidential Information to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, such Confidential Information by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION recipient would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONConfidential Information, which in no event shall be less than reasonable care; and (b) will only may disclose the other’s CONFIDENTIAL INFORMATION disclosing party's Confidential Information to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under Representatives that need such Confidential Information to fulfill the obligations set forth in this Agreement; provided that all such Representatives shall be bound by confidentiality restrictions at least as stringent as those set forth herein with respect to the disclosing party's Confidential Information; and provided further that recipient shall be responsible for the breach of the confidentiality obligations hereunder by its Representatives; and (c) will not use the other party’s CONFIDENTIAL INFORMATION 's Confidential Information other than as expressly permitted or contemplated by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION other party's Confidential Information to any third parties (other than to agents under requirements of confidentiality) under any circumstance except as expressly permitted or contemplated by this Agreement without advance written permission from the other party; andand DARTMOUTH CONFIDENTIAL (d) will, within [***] thirty (30) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION Confidential Information disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 Section 8.1 and any surviving clauses. 8.2 8.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION Confidential Information that: (a) is shown to have been known to without restriction or developed by the recipient prior to the disclosure by the disclosing partyparty as evidenced by recipient's competent written records; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing partyparty without restriction; or (d) is independently developed by the receiving party recipient without use of or reference access to the CONFIDENTIAL INFORMATION Confidential Information of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given as shown by the competent written records of recipient. 8.3. In the event Confidential Information is required to be disclosed by law, regulation, court order or other legal requirement that purports to compel disclosure of any Confidential Information, recipient will promptly notify the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding upon learning of any such legal requirement, and cooperate with the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties disclosing party in the chain exercise of manufacturing and distribution, in each case who are subject its right to obligations protect the confidentiality of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL its Confidential Information before any REGULATORY AUTHORITY.tribunal or governmental agency. If recipient is required by law to disclose Confidential Information, recipient shall (a) disclose only such Confidential Information as is specifically required,

Appears in 1 contract

Samples: Intellectual Property License Agreement (Algernon Pharmaceuticals Inc.)

Confidentiality and Publicity. 8.1 Subject 6.1 All information disclosed by one party to the parties’ rights and obligations other(s) or developed by the parties pursuant to this Agreement, YALE and LICENSEE agree that during the term terms of this Agreement shall be maintained confidential and used only for [***] thereafterthe purposes of this Agreement in accordance with this Article 6 (“Purposes”). Each Party may also disclose the other's information to an Affiliate, agent or consultant, who is under a written obligation of confidentiality and non-use at least substantially equivalent to the obligations of this Article 6, with the exception that PPC may disclose such information to its Affiliates who agree to maintain such information in confidence and to use such information only for the Purposes. Each Party shall guard any confidential information of the other party with the same level of diligence as it normally guards any of its own internal confidential, proprietary information. Each Party shall be responsible for the breach of any of the provisions of this Article 6 by a person or entity to whom such Party discloses information contemplated hereby. Notwithstanding the foregoing, each party shall be relieved of themthe confidentiality and limited use obligations of this Agreement if: (a) will keep confidential and will cause their AFFILIATES the information was previously known to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it receiving party as evidenced by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the prior written records of such party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or; (b) the information is at or becomes generally available to the time of disclosure or has become thereafter publicly known public through no fault or omission attributable to of the recipient; orreceiving party; (c) the information is rightfully given acquired in good faith in the future by the receiving party from a third party not under an obligation of confidence to the recipient from sources independent of the disclosing partyparty with respect to such information; or (d) the information is independently developed by the receiving party without reliance on, reference to, or knowledge of, the information disclosed by the disclosing party. 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; or (b) disclose information to a government agency if the disclosure is necessary to protect the health and safety of the party's workers or reference the public or as required by law; or (c) disclose information as and to the CONFIDENTIAL INFORMATION extent required to comply with applicable laws and regulations, including, without limitation, the rules and regulations of the U.S. Securities and Exchange Commission. In making such disclosures as set forth in this Section 6.2, the disclosing party shall use reasonable efforts to promptly first notify the owner of the confidential information so as to allow the owner of the confidential information an opportunity to seek a protective order or otherwise limit any such disclosure. In any event, the disclosing party shall use reasonable efforts to only disclose such information as is required to be disclosed pursuant to the law, regulation, rule or order, and shall use its reasonable efforts to obligate the recipient to secrecy on the same terms as set forth herein. Each party shall restrict the disclosure of confidential information of the other so that only the persons that need to know it shall be informed and the disclosure be limited to only such portions as necessary for the purposes of this Agreement. 6.3 Each party shall not state or imply, in any publication, advertisement, sales promotional material, or other medium: a) the name of the other party or the name(s) of any employee(s) of the other party; or b) the name of any Affiliate of the other party or the name(s) of any employee(s) of such Affiliate without the prior written consent of the other party. 8.3 6.4 Except to the extent required by law and such other public announcements as may hereafter become required by law, regulation or rule 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. In the event that pursuant to the foregoing a Party shall file a copy of this Agreement with the Securities and Exchange Commission or other securities commission of such other jurisdictions whose laws may apply to either party, it shall use reasonable efforts to seek confidential treatment for all portions thereof reasonably requested by the other Party. Any proposed announcement or filing by a Party shall be made available to the other Party in advance of publication or filing, as the case may be, for review and comment. If a party decides to make an announcement or disclosure required by law or as otherwise permitted under this section of this Agreement, it will provide the other party with at least five (5) business days’ advance written notice, or if not required by law, ten (10) business days advance written notice, of the text of any such written announcement or disclosure or content of any non-written disclosure or announcement, except to the extent applicable law requiring disclosure would not permit such advance notice (such as in the case of certain securities filings), in which case the disclosing party will give the maximum notice possible under the circumstances, so that the other party will have an opportunity to comment upon the announcement or disclosure. The opinion of HPS’ legal counsel shall be the final determining factor as to a legally required disclosure. In the event of a the parties’ disagreement, they shall jointly seek independent legal opinion as to requirement of disclosure. 6.5 Except for permissible publications under Sections 6.1, 6.2 and 6.4, neither party will publish any information based upon or derived from the work performed under this Agreement without the prior review and consent of the parties pursuant to this Section 6.5. 6.6 With respect to information disclosed on or after the Effective Date between PPC and HPS under the provisions of this Agreement, the provisions of this Agreement shall govern and prevail. In the event of any conflict between this Agreement and any other pending confidentiality agreement between PPC and HPS, with respect to information disclosed on or after the Effective Date, the terms of this Agreement constitute CONFIDENTIAL INFORMATION of each partyshall govern and prevail. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: License Agreement (Human Pheromone Sciences Inc)

Confidentiality and Publicity. 8.1 Subject (a) Each of Insight and AT&T will use commercially reasonable efforts to assure that any non-public information that such party may obtain from the other in connection with this Agreement with respect to the parties’ rights other's Cable Business and Systems (it being understood and agreed that all proprietary information of AT&T or Insight that is included among the Assets of AT&T or Insight shall become the proprietary information of the Partnership at Closing) will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of Insight and AT&T to hold information in confidence pursuant to this Agreement, YALE and LICENSEE agree that during Section will be satisfied if such party exercises the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES same care with respect to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to such information as it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take exercise to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no similar information. In the event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return each of Insight and AT&T will use all the CONFIDENTIAL INFORMATION disclosed reasonable efforts to it by the other party pursuant cause to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior delivered to the disclosure other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the disclosing party; orother, whether so obtained before or after the execution hereof. (b) is at Neither Insight nor AT&T will issue (or cause the time of disclosure Partnership to issue) any press release or has become thereafter publicly known through no fault make any other public announcement or omission attributable any oral or written statement to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of its or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of 's employees concerning this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding and the foregoingtransactions contemplated hereby, either party may use except as required by applicable Legal Requirements, without the prior written consent and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) approval of the other party in response to a valid order of a court of competent jurisdiction or other supra-nationalother, federal, national, regional, state, provincial which consent and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderapproval may not be unreasonably withheld. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Asset Contribution Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParties, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of confidentiality) under such Party becomes legally compelled to disclose any circumstance without advance written permission from the other party; and such information (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be retained by be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the recipient for monitoring relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Article 8 Section 6.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to (iii) in the event that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid such protective order of a court of competent jurisdiction or other supra-nationalremedy is not obtained, federalor the relevant Party waives compliance with this Section 6.2(a), national, regional, state, provincial furnish only that portion of such confidential information which is legally required to be provided and local governmental or regulatory body of competent jurisdiction or, if in the exercise its reasonable opinion of the receiving party’s legal counsel, endeavors to obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 5.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications unless otherwise required by Law or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYGovernment Authority.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mininglamp Technology Group LTD)

Confidentiality and Publicity. 8.1 12.1 Subject to the parties’ rights clauses 12.2 and obligations pursuant to this Agreement12.3 each party shall, YALE and LICENSEE agree that both during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (shall not disclose or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION divulge to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from party the other party; and (d) will, within [***] of termination contents of this Agreement, return all the CONFIDENTIAL INFORMATION Agreement and/or any information in writing or in any other form disclosed to it by the other party pursuant to or otherwise obtained by it as a result of entering into this Agreement except which is of a confidential nature including all such information which is clearly designated as being confidential (“Confidential Information”) and shall only use such Confidential Information for one copy which may be retained by the recipient for monitoring compliance with purpose of this Article 8 and any surviving clausesAgreement. 8.2 The obligations of confidentiality described above 12.2 Clause 12.1 shall not pertain apply to that part any Confidential Information which: (i) enters the public domain other than as a result of the CONFIDENTIAL INFORMATION that: a breach of clause 12; (aii) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing partyreceived from a third party which is under no confidentiality obligation in respect of that information; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (diii) is independently developed by the receiving party without use of the disclosing party’s information; or reference (iv) was lawfully in the possession of the receiving party prior to its disclosure. 12.3 Each party may disclose any Confidential Information: (i) to the CONFIDENTIAL INFORMATION extent the disclosure is approved by the other party in writing in advance, such approval not to be unreasonably withheld or delayed; (ii) to its agents, subcontractors and suppliers as required for the performance of its obligations, and to members of its group, auditors and professional advisors, on equivalent confidential terms and the relevant party shall procure compliance with such terms; and (iii) as required by law or any regulatory authority, including FOIA Law. 12.4 Subject to clause 11.1, the Supplier and Post Office shall be entitled to use the Client’s name and branding in producing the Payment Instructions, in internal communications or communications to Post Office Branches and in communications to third parties or the public to publicise the relationship and Service. 12.5 The parties shall each take no lesser security measures in the safekeeping of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) Confidential Information of the other party and in response preventing its unauthorised disclosure to a valid order third parties than to its own confidential information. 12.6 Neither party shall use any Confidential Information for its own benefit, or that of a court any third party, nor shall it use any Confidential Information to the other party’s detriment. 12.7 The parties shall notify each other in writing of competent jurisdiction any unauthorised use or disclosure of any Confidential Information promptly, and in all cases within two (2) Business Days. 12.8 Both parties agree that they will not make any announcement or publicity statement relating to the other supra-national, federal, national, regional, state, provincial and local governmental under this Agreement or its subject matter without the prior written approval of the other (except as required by law or by any legal or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderauthority). 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Payout Service Terms and Conditions

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParties, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements their respective Affiliates, and their Affiliates’ agents, professional advisors, representatives, employees, existing and potential financing sources and investors, officers and directors who need to know such confidential information, (ii) in the event that any Party or any agent, professional advisor, representative, Affiliate, employee, financing source, investor, officer or director of confidentiality) under such Party becomes legally compelled to disclose any circumstance without advance written permission from the other party; and such information (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which information that is required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be retained by be, or any amendments thereto and including any rule or regulation of any national securities exchange), provide the recipient for monitoring relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Article 8 Section 6.2(a), and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to (iii) in the event that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid such protective order of a court of competent jurisdiction or other supra-nationalremedy is not obtained, federalor the relevant Party waives compliance with this Section 6.2(a), national, regional, state, provincial furnish only that portion of such confidential information which is legally required to be provided and local governmental or regulatory body of competent jurisdiction or, if in the exercise its reasonable opinion of the receiving party’s legal counsel, endeavors to obtain assurances that confidential treatment will be accorded such disclosure is otherwise required by lawinformation; provided, however, that this Section 6.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to know, collaborators, prospective collaborators and other third parties any news media without the prior written consent of the Purchaser (in the chain case of manufacturing and distributiona proposed release or announcement by the Seller) or of the Seller (in the case of a proposed release or announcement by the Purchaser), in each case who are subject unless otherwise required by Law or Government Authority (including but not limited to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYthe China Banking Insurance Regulatory Commission).

Appears in 1 contract

Samples: Securities Purchase Agreement (FountainVest China Capital Partners GP3 Ltd.)

Confidentiality and Publicity. 8.1 Subject (a) The parties agree to maintain the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term ------------------------------ confidentiality of this Agreement and for [***] thereafterthe terms hereof (the "Confidential Information"), each except that (i) either party may make disclosures of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION Confidential Information that has become publicly known other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent an action of the disclosing party; or (d) is independently developed by the receiving party without use , or a person acting on their behalf, in violation of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement, (ii) the Company may make such disclosure of Confidential Information as it may determine to be required under applicable securities laws or the rules of any applicable securities exchange or quotation system, or in connection with the preparation of any disclosure document to be distributed to investors, lenders or similar persons, (iii) either party may disclose Confidential Information that it may be legally compelled to disclose (after using reasonable best efforts to notify the other party hereto in advance of such disclosure, and reasonably cooperating in efforts of the other party in response to a valid order resist such disclosure), (iv) either party may disclose such Confidential Information as may be required to permit it to enforce the provisions of a court of competent jurisdiction this Agreement, and (v) either party may disclose Confidential Information to its attorneys, accountants or other supra-nationalprofessional advisors. (b) The Company agrees to provide Xxxxxx to the extent he is available, federalthe opportunity to review prior to its issuance any press release to be issued by the Company that mentions his name, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that this section shall not be interpreted to limit Company's ability to issue any press release that mentions Xxxxxx'x name that the receiving party will first have given notice Company deems necessary, based on the advice of its counsel, with or without his review. (c) Xxxxxx agrees to provide the Company an opportunity to review any press release or other public communication or statement he may make regarding the Company prior to the disclosing party and given issuance of such press release or, to the disclosing party a reasonable opportunity to obtain a protective orderextent practicable, making of such communication or statement. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Termination Agreement (Einstein Noah Bagel Corp)

Confidentiality and Publicity. 8.1 Subject 16.1 With respect to any confidential information received from the parties’ rights other Party ("Confidential Information"), each Party undertakes and obligations pursuant agrees to: 16.1.1 only use the Confidential Information for the purposes envisaged under this Agreement and not to this Agreement, YALE use the same for any other purpose whatsoever; 16.1.2 ensure that only those of its officers and LICENSEE agree that during employees who are directly concerned with the term carrying of this Agreement have access to the Confidential Information on a strictly "need to know" basis and for [***] thereafterare informed of the secret and confidential nature of it; 16.1.3 keep the Confidential Information secret, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (safe and secure and shall not directly or including provisions in sublicenses requiring indirectly disclose or permit to be taken) whatever action disclosed the same to any Third Party, including any consultants or other advisors, without the prior written consent of the disclosing party receiving except to the CONFIDENTIAL INFORMATION would take to preserve extent disclosure is necessary in connection with its use as envisaged under this Agreement; 16.1.4 ensure that the confidentiality of its own CONFIDENTIAL INFORMATION, which Confidential Information will not be covered by any lien or other encumbrance in no event shall be less than reasonable careany way; and (b) will only disclose 16.1.5 not copy, reproduce or otherwise replicate for any purpose or in any manner whatsoever any documents containing the other’s CONFIDENTIAL INFORMATION Confidential Information except to the extent necessary in connection with its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities use as envisaged under this Agreement; and. (c) will 16.2 The obligations referred to in Clause 16.1 above shall not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION extend to any third parties Confidential Information which: 16.2.1 is or becomes generally available to the public otherwise than be reason of breach by a recipient Party of the provision of Clause 16.1; 16.2.2 is known to the recipient Party and is at its free disposal (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained having been generated independently by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations Party or a Third Party in circumstances where it has not been derived directly or indirectly from the disclosing Party's Confidential Information prior to its receipt from the disclosing Party), provided that evidence of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) such knowledge is shown to have been known to or developed furnished by the recipient prior Party to the disclosure disclosing Party within twenty eight (28) days of recipient of that Confidential Information; 16.2.3 is subsequently disclosed to the recipient Party without obligations of confidence by a Third Party owing no such obligations to the disclosing party; orParty in respect of that Confidential Information; 16.2.4 is required by law to be disclosed (bincluding as part of any regulatory submission or approval process) is at the time and then only when prompt written notice of disclosure or this requirement has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully been given to the recipient from sources independent of disclosing Party so that it may, if so advised, seek appropriate relief to prevent such disclosure, provided always that in such circumstances such disclosure shall be only to the extent so required and shall be subject to prior consultation with the disclosing party; or (d) is independently developed by Party with a view to agreeing on the receiving party without use timing and content of or reference to the CONFIDENTIAL INFORMATION of the other partysuch disclosure. 8.3 The 16.3 No public announcement or other disclosures to Third Parties concerning the terms of this Agreement constitute CONFIDENTIAL INFORMATION shall be made, whether directly or indirectly, by any Party to this Agreement (except confidential disclosures to professional advisors) without first obtaining the approval of each party.the other Party and agreement upon the nature and text of such announcement or disclosure provided that: 8.4 Notwithstanding the foregoing16.3.1 a Party may disclose those terms which it is required by regulation or law to disclose, either party may use and disclose any CONFIDENTIAL INFORMATION (including the provided that it takes advantage of all provisions to keep confidential as many terms of this Agreement) Agreement as possible; and 16.3.2 the Party desiring to make any such public announcement or other disclosure shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other party Party with a written copy thereof, in response order to allow such Party to comment upon such announcement or disclosure in reasonably sufficient time prior to public release, and shall provide the other Party with a valid written copy thereof, in order of a court of competent jurisdiction to allow such Party to comment upon such announcement or disclosure. Each Party agrees that it shall cooperate fully with the other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice with respect to all disclosures regarding this Agreement to the disclosing US Securities Exchange Commission, the UK Stock Exchange and any other comparable body including requests for confidential information or proprietary information of either party and given included in any such disclosure. The Parties agree that each shall be entitled from time to time to include the disclosing party name of other within a reasonable opportunity to obtain list of licensees under the respective Patent Rights in a protective orderpublic announcement. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: License Agreement (Dyax Corp)

Confidentiality and Publicity. 8.1 Subject (a) Any non-public information that either Party may obtain from the other in connection with this Agreement shall be confidential. Each Party shall keep confidential any non-public information that such Party may receive from another Party unrelated to the parties’ rights and obligations Assets transferred hereunder. All information that a Party is required to keep confidential pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event Section shall be less than reasonable care; andreferred to as “Confidential Information”. (b) will only Each Party shall not disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION any Confidential Information to any third parties other Person (other than its Affiliates and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to agents under requirements of confidentiality) under any circumstance without advance written permission from facilitate the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part consummation of the CONFIDENTIAL INFORMATION transactions contemplated hereby, in which case such Party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided that: (ai) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party such Party may use and disclose any CONFIDENTIAL INFORMATION Confidential Information once it has been publicly disclosed (including other than by such Party in breach of its obligations under this Section 9.3) or which, to its knowledge, rightfully has come into the terms possession of such Party (other than from the other Party); and (ii) to the extent that such Party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such Party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. (c) In the event of termination of this Agreement by mutual agreement of the Parties as provided in Section 11.1: (i) the obligation set forth in this Section 9.3 shall continue for a period of two (2) years after such termination; and (ii) each Party shall use commercially reasonable efforts to cause to be delivered to the other, and shall retain no copies of, any documents, work papers or other materials obtained by such Party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. (d) Each Party shall consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements concerning this Agreement and the transactions contemplated hereby. The Party making the release or public announcement shall provide a draft of the proposed release or public announcement relating to the transaction contemplated by this Agreement to the other party in response Party at least two (2) Business Days prior to a valid order of a court of competent jurisdiction issuing such release or other supra-nationalmaking such announcement. Except as required by applicable Legal Requirements or by any national securities exchange or quotation system, federalneither Party shall make any such release, national, regional, state, provincial announcement or statement without the prior written consent and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion approval of the receiving party’s legal counselother, which shall not be unreasonably withheld. Each Party shall each respond promptly to any such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party request for consent and given the disclosing party a reasonable opportunity to obtain a protective orderapproval. 8.5 Notwithstanding the foregoing, LICENSEE may use (e) Upon request by either Party and disclose any CONFIDENTIAL INFORMATION (including the terms of as necessary in fulfilling their obligations under this Agreement) to AFFILIATES, SUBLICENSEESthe Parties agree that each Party, investors, prospective investors and acquirersincluding all of its agents, employees, consultants officers, directors, consultants, and agents advisors, will execute and deliver separate confidentiality agreements with a need the other Party whereby, among other things, such Party will agree to knowmaintain all information strictly confidential and shall not disclose any information to any Affiliates not required to execute this Agreement (including its agents, collaboratorsemployees, prospective collaborators officers, directors, consultants, and other third parties in advisors), any Governmental Authority, or any third-persons as designated by the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYrequesting Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (CNX Gas CORP)

Confidentiality and Publicity. 8.1 Subject 19.1 Any information obtained by any Party in terms, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not be used, divulged or permitted to the parties’ rights and obligations pursuant be divulged to any person not being a Party to this Agreement, YALE and LICENSEE agree that during without the term prior written consent of this Agreement and for [***] thereafter, each of themthe other Parties save that: (a) will 19.1.1 each Party shall be entitled to disclose such information to its employees, and to its directors, shareholders, professional advisors and funders who have a need to know and who have been directed by the disclosing Party to keep such information confidential and will cause their AFFILIATES have undertaken to keep such information confidential; 19.1.2 Platmin and/or any of its Subsidiaries and/or its or their advisors shall be entitled to disclose such information (as well as any other information) to the Industrial Development Corporation of South Africa Limited and/or their advisors as well as any persons who require such information for purposes of: 19.1.2.1 fulfilling any of the conditions to the IDC Subscription Agreement; and/or 19.1.2.2 an initial public offering by Platmin of Platmin Shares and/or the listing of Platmin Shares on any recognised stock exchange, provided that before revealing such information to any such persons, Platmin and/or any of its Subsidiaries and/or its or their advisors undertake to procure that the persons are aware of the confidential and, in nature of the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information being made available to keep confidential, CONFIDENTIAL INFORMATION disclosed them; 19.1.3 each Party shall be entitled to it by the other party, by taking (or including provisions in sublicenses requiring disclose any information which is required to be taken) whatever action furnished by law or regulation or by existing contract as at the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable careSignature Date or by any stock exchange; and 19.1.4 no Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it 19.2 In the event that a Party is required to disclose information as contemplated in clause 19.1.3, such Party will: 19.2.1 advise any Party/ies in respect of whom such information relates (bthe “Relevant Party/ies”) will only disclose in writing prior to disclosure, if possible; 19.2.2 take such steps to limit the other’s CONFIDENTIAL INFORMATION disclosure to its officersthe minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; 19.2.3 afford the Relevant Party/ies a reasonable opportunity, employees if possible, to intervene in the proceedings; 19.2.4 comply with the Relevant Party/ies’ reasonable requests as to the manner and terms of such disclosure; and 19.2.5 notify the Relevant Party/ies of the recipient of, and the form and extent of, any such disclosure or agents, under requirements of confidentiality, announcement immediately after it was made. 19.3 The Parties and the Escrow Agent hereby agree that for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or clause 19 a reference to “Party” or “Parties” includes the CONFIDENTIAL INFORMATION of the other partyEscrow Agent. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Subscription Agreement (Sedibelo Platinum Mines LTD)

Confidentiality and Publicity. 8.1 5.1. Subject to the partiesParties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE the Parties agree that during until the term earlier to occur of (i) the second anniversary of the termination of this Agreement and for [***] thereafterpursuant to ARTICLE 9 or (ii) the date when any patent described in the Licensed Technologies becomes public, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential Affiliates and, in the case of LICENSEEGRACELL, will include provisions in sublicenses requiring its SUBLICENSEES Sublicensees, to keep confidential, CONFIDENTIAL INFORMATION Confidential Information disclosed to it by the other partyParty, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party Party receiving the CONFIDENTIAL INFORMATION Confidential Information would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONConfidential Information, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION Confidential Information to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other partyParty’s CONFIDENTIAL INFORMATION Confidential Information other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION Confidential Information to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other partyParty; and (d) will, except to the extent that GRACELL retains the surviving License from FUTUREGEN as provided under Section 9.5, within [***] days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION Confidential Information disclosed to it by the other party Party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clausesarchival purposes. 8.2 5.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatConfidential Information that as established by written records: (a) is shown to have been known to or developed by already in the recipient recipient’s possession prior to the disclosure by receipt from the disclosing partyParty; or (b) is in the public domain by use and/or publication at the time of disclosure receipt from the disclosing Party, or has become thereafter publicly known enters into the public domain through no fault or omission attributable to improper act of the recipientreceiving Party; or (c) is rightfully given developed independently by the receiving Party without reference to the recipient from sources independent information of the disclosing partyParty; or (d) is independently developed properly obtained by the receiving Party from a third party without use of or reference with a valid legal right to disclose such information and such third party is not under a confidentiality obligation to such information to the CONFIDENTIAL INFORMATION disclosing Party; or (e) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the other partydisclosing Party is given prompt written notice and an opportunity to seek relief from the demanding authority. 8.3 The 5.3. Except as required by law, or as may be necessary to obtain advice from its respective attorneys, financial advisors, or accountants or for such individuals to perform their duties, neither Party may disclose the financial terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding without the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) prior written consent of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderParty. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Exclusive License Agreement (Gracell Biotechnologies Inc.)

Confidentiality and Publicity. 8.1 Subject 7.13.1 Each party will use reasonable efforts to assure that any non-public information that such party may obtain from the other in connection with this Agreement or with respect to the parties’ rights Cable Business and Systems will be confidential and, unless and until the Closing occurs, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation by either party to hold information in confidence pursuant to this Agreement, YALE and LICENSEE agree that during Section will be satisfied if such party exercises the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES same care with respect to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to such information as it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take exercise to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no similar information. In the event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return each party will use all reasonable efforts to cause to be delivered to the CONFIDENTIAL INFORMATION disclosed other, and retain no copies of, any documents, work papers and 7.13.2 Neither party will issue any press releases or make any other public announcement, any oral or written statements to it by the other party pursuant to Buyer's and Seller's employees concerning this Agreement and the transactions contemplated hereby, except for one copy which may be retained as required by applicable Legal Requirements, without the recipient for monitoring compliance with this Article 8 prior written consent and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part approval of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other partyother, which consent and approval may not be unreasonably withheld. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Tca Cable Tv Inc)

Confidentiality and Publicity. 8.1 Subject (a) Any non-public information that either Party may obtain from the other in connection with this Agreement shall be confidential. Each Party shall keep confidential any non-public information that such Party may receive from another Party unrelated to the parties’ rights and obligations Assets transferred hereunder. All information that a Party is required to keep confidential pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event Section shall be less than reasonable care; andreferred to as “Confidential Information”. (b) will only Each Party shall not disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION any Confidential Information to any third parties other Person (other than its Affiliates and its and its Affiliates’ directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to agents under requirements of confidentiality) under any circumstance without advance written permission from facilitate the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part consummation of the CONFIDENTIAL INFORMATION transactions contemplated hereby, in which case such Party shall be responsible for any breach by any such Person) or use such information to the detriment of the other; provided that: (ai) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party such Party may use and disclose any CONFIDENTIAL INFORMATION Confidential Information once it has been publicly disclosed (including other than by such Party in breach of its obligations under this Section 9.3) or which, to its knowledge, rightfully has come into the terms possession of such Party (other than from the other Party); and (ii) to the extent that such Party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such Party may disclose such information if it has used commercially reasonable efforts, and has afforded the other the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. (c) In the event of termination of this Agreement by mutual agreement of the Parties as provided in Section 11.1: (i) the obligation set forth in this Section 9.3 shall continue for a period of two (2) years after such termination; and (ii) each Party shall use commercially reasonable efforts to cause to be delivered to the other, and shall retain no copies of, any documents, work papers or other materials obtained by such Party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. (d) Each Party shall consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements concerning this Agreement and the transactions contemplated hereby. The Party making the release or public announcement shall provide a draft of the proposed release or public announcement relating to the transaction contemplated by this Agreement to the other party in response Party at least two (2) Business Days prior to a valid order of a court of competent jurisdiction issuing such release or other supra-nationalmaking such announcement. Except as required by applicable Legal Requirements or by any national securities exchange or quotation system, federalneither Party shall make any such release, national, regional, state, provincial announcement or statement without the prior written consent and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion approval of the receiving party’s legal counselother, which shall not be unreasonably withheld. Each Party shall each respond promptly to any such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party request for consent and given the disclosing party a reasonable opportunity to obtain a protective orderapproval. 8.5 Notwithstanding the foregoing, LICENSEE may use (e) Upon request by either Party and disclose any CONFIDENTIAL INFORMATION (including the terms of as necessary in fulfilling their obligations under this Agreement) to AFFILIATES, SUBLICENSEESthe Parties agree that each Party, investors, prospective investors and acquirersincluding all of its agents, employees, consultants officers, directors, consultants, and agents advisors, will execute and deliver separate confidentiality agreements with a need the other Party whereby, among other things, such Party will agree to knowmaintain all information strictly confidential and shall not disclose any information to any Affiliates not required to execute this Agreement (including its agents, collaboratorsemployees, prospective collaborators officers, directors, consultants, and other third parties in advisors), any Governmental Authority, or any third-persons as designated by the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYrequesting Party.

Appears in 1 contract

Samples: Asset Exchange Agreement (CNX Gas CORP)

Confidentiality and Publicity. 8.1 Subject Except as set forth in this Section 17.01 and to the parties’ rights and obligations pursuant to this Agreementextent permitted by law, YALE and LICENSEE agree that during each Party shall hold in confidence, for the term of this Agreement and for [***] thereaftera period ending five (5) years from the termination date if terminated, each any confidential information (designated as such) supplied to it by the other Party or otherwise related to this Agreement or the Project. Each Party shall inform its representatives, contractors and subcontractors to whom confidential information must be provided in connection with such Party's performance of themthis Agreement of its obligations under this Section 17.01 and shall apply the same safeguards thereto used with respect to its own internal confidential information. Notwithstanding the foregoing, the Parties may disclose the following categories of information or any combination thereof: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, information which was in the case public domain prior to receipt thereof by such Party or which subsequently becomes part of LICENSEE, will include provisions the public domain by publication or otherwise except by a breach of this Agreement or by a wrongful act of such Party; (b) information that such Party can show was lawfully in sublicenses requiring its SUBLICENSEES possession prior to keep confidential, CONFIDENTIAL INFORMATION disclosed receipt thereof from another Party through no breach of any confidentiality obligation to such Party; (c) information lawfully received by such Party from a third party having no obligation of confidentiality to any other Party with respect thereto; (d) information at any time developed independently by such Party providing it is not developed from otherwise confidential information; (e) data or other information regarding the performance or development of the Project which is required or permitted by the other party, by taking (or including provisions in sublicenses requiring terms of this Agreement to be takenprovided to Persons or Developer's Financing Parties, subject to any non-disclosure policies adopted by the Parties; (f) whatever action the party receiving the CONFIDENTIAL INFORMATION would take information contained in and required to preserve the confidentiality of be included in any filing required to be made with any other Governmental Authority and its own CONFIDENTIAL INFORMATIONpredecessor and successor agencies, any regional transmission organization having rules with which any Party is or becomes obligated to comply, or any similar entity or organization that any Party joins or has rules with which any Party must comply; (g) information disclosed pursuant to and in no event shall be less than reasonable careconformity with Applicable Law, or in connection with any legal proceedings; and (bh) will only information required to be disclosed under securities laws applicable to publicly traded companies and their subsidiaries. In addition, each Party may disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of information regarding this Agreement, return all including the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 material terms hereof and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatinformation regarding performance hereunder, to: (ai) is shown financial institutions and other Persons providing or expressing- interest in providing debt financing or refinancing, lease financing and/or other credit support to have been known to Developer or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution agent or trustee of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.of them, guarantors of such financings and to rating agencies,

Appears in 1 contract

Samples: Biogas Project Agreement

Confidentiality and Publicity. 8.1 7.1 Subject to the partiesParties’ rights and obligations pursuant to this Agreement, YALE MOFFITT and LICENSEE agree that during the term TERM of this Agreement and for [***] thereafterfive (5) years after termination of the Agreement, each of themParty: (a) will keep confidential and will cause their AFFILIATES to keep confidential Affiliates and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEEs, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParty, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party Party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other partyParty’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s such CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) Third Parties under any circumstance without advance written permission from the other partyParty; and (d) will, will within [***] sixty (60) days of termination of this Agreement, return or destroy all the CONFIDENTIAL INFORMATION disclosed to it by the other party Party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and ARTICLE 7 and/or for use in complying with any surviving clausesregulatory requirements. 8.2 7.2 The obligations of confidentiality described in Section 7.1 above shall not pertain to that part of the CONFIDENTIAL INFORMATION thatthat as established by written records: (a) is shown to have been known to or developed by already in the recipient recipient’s possession prior to the disclosure by receipt from the disclosing party; or (b) is in the public domain by use and/or publication at the time of disclosure receipt from the disclosing party, or has become thereafter publicly known enters into the public domain through no fault or omission attributable to improper act of the recipientreceiving party; or (c) is rightfully given developed independently by the receiving party without reference to the recipient from sources independent information of the disclosing party; or (d) is independently developed properly obtained by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to from a Third Party with a valid order of legal right to disclose such information and such Third Party is not under a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, confidentiality obligation to such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice information to the disclosing party and given party; or (e) is required to be disclosed pursuant to the securities laws; or (f) is required to be disclosed by law, as confirmed by an opinion of recipient’s outside counsel, but only after the disclosing party a reasonable is given prompt written notice and an opportunity to obtain seek a protective order. 8.5 Notwithstanding 7.3 Except as required by law, neither Party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this AgreementAgreement without the prior written consent of the other Party, except that (a) MOFFITT may share such terms with USF, subject to AFFILIATESUSF entering into an appropriate confidentiality with LICENSEE and/or its SUBLICENSEE (as the case may be) and (b) LICENSEE may share such terms, and potential acquirers, investors or SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in under confidentiality terms no less stringent than the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those terms provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection ARTICLE 7, and with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYits accountants and tax advisors.

Appears in 1 contract

Samples: Exclusive License Agreement (Lixte Biotechnology Holdings, Inc.)

Confidentiality and Publicity. 8.1 Subject 15.1 Both Parties agree that in carrying out their obligations under this Agreement a party may have access to the parties’ rights other party’s Confidential Information including but not limited to all data, documentation, trade secrets, certain passwords, know how, accounts computer readable data (including but not limited to any software programmes, financial information, product information, analyses, compilations, studies, interpretations, data bases, manuals, procedures, policies, internal systems and obligations pursuant controls used, investment strategies) and all information in whatsoever form, tangible or intangible pertaining to this Agreementthe Client’s business, YALE or otherwise relevant and LICENSEE agree that during the term of pertaining to this Agreement and irrespective as to whether such information is marked “confidential” or “proprietary” or otherwise (herein after referred to as “Confidential Information”) 15.2 Each of the Parties shall keep confidential this Agreement and shall not disclose to any other person nor use for [***] thereafterany purpose any Confidential Information or any information obtained from the other Party or as a result of negotiating, each of thementering into or implementing this Agreement other than information which: (a) will keep confidential and will cause their AFFILIATES Is required to keep confidential and, in be disclosed by operation of law or any requirement of a competent authority PROVIDED ALWAYS that the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by disclosing Party shall promptly inform the other party, by taking (Party to whom the Confidential Information belongs of any such requirement to enable such Party take any legal measures or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, otherwise for purposes of carrying out protecting its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing partyinterests; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable Is reasonably required to be disclosed in confidence to the recipientParty’s professional advisors for use in connection with this Agreement PROVIDED ALWAYS the said Party shall be responsible for ensuring its said professional advisors adhere to the Party’s obligation of confidentiality as if such advisors were the receiving Party PROVIDED ALWAYS that the Receiving Party’s obligation’s with regard to the information it holds in confidence will not be transferred to its professional advisors but remain in it; or (c) is rightfully given to Is or becomes within the public domain (otherwise than through the default of the recipient from sources independent of the disclosing partyParty); or (d) is independently developed by Is in the possession of the receiving Party without restriction in relation to disclosure at the date of receipt from the disclosing Party; or (e) Is received from a third party without use of or reference to the CONFIDENTIAL INFORMATION of the other partywho lawfully acquired it and who is under no obligation restricting its disclosure. 8.3 The terms 15.3 All public announcements and / or press release in connection with the subject matter of this Agreement constitute CONFIDENTIAL INFORMATION of each party.or its implementation shall only be made after mutual consultation and agreement in writing on all the parameters thereof; 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms 15.4 Any breach of this Agreement) of Clause shall entitle the offended Party to terminate this Agreement forthwith in addition to other party in response remedies entitled to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by it under law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Debt Collection Services Agreement

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other partyparty unless a confidentiality agreement is first executed between LICENSEE and such third party with terms and conditions that are similar and consistent with those of this Agreement; and (d) will, within [***] sixty (60) days of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses8. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party.party as evidenced by written records; or 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreemente) of the other party in response is required to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if be disclosed by law in the reasonable opinion of the receiving partyrecipient’s legal counselattorney, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to but only after the disclosing party is given prompt written notice and given the disclosing party a reasonable an opportunity to obtain seek a protective order. 8.5 Notwithstanding 8.3 Except as required by law, neither party may disclose the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the financial terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and Agreement without the prior written consent of the other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYparty.

Appears in 1 contract

Samples: Sublicense Agreement (Stratus Media Group, Inc)

Confidentiality and Publicity. 8.1 8.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement TERM and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the otherother party’s CONFIDENTIAL INFORMATION to its officers, employees or agentsagents that is necessary for those officers, under requirements of confidentiality, for purposes of carrying employees or agents to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement (including, in the case of LICENSEE, in the development or commercialization of LICENSED PRODUCTS OR LICENSED METHODS) or disclose the otherother party’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; provided that LICENSEE shall be permitted to disclose YALE’s CONFIDENTIAL INFORMATION (including, solely for this purpose, the terms of this Agreement) (i) to its legal and financial advisors, (ii) to its auditor, (iii) in connection with any actual or potential debt or equity financing, (iv) to any actual or potential SUBLICENSEE or (v) in connection with any acquisition or business combination; provided that, in case of clauses (iv) or (v), any such disclosure is made subject to an obligation of confidentiality at least substantially similar to those contained herein; and (d) will, within [***] sixty (60) days of receipt of written request from a party following termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement Agreement, except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses8. 8.2 8.2. The obligations of non-use and confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is established by written evidence to have been independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law, rule or regulation (including, in the case of LICENSEE or AFFILIATES, stock exchange or listing organization requirements) in the opinion of recipient’s attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order (in each case to the extent practicable under the circumstances). 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise 8.3. Except as required by law; provided, howeverrule or regulation (including, that in the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, case of LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to or its AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this stock exchange or listing organization requirements) or permitted by Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.8.1

Appears in 1 contract

Samples: Exclusive License Agreement

Confidentiality and Publicity. 8.1 Subject to (a) Any non-public information that a party may obtain from another party in connection with the parties’ rights negotiation and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term execution of this Agreement and for [***] thereafter, each or the consummation of them: (a) the transactions contemplated hereby will keep confidential and will cause their AFFILIATES to keep be confidential and, in unless and until the case of LICENSEEClosing occurs, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the such party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION any such information to any third parties other Person (other than its and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders whose knowledge thereof is necessary in order to agents under requirements facilitate the consummation of confidentialitythe transactions contemplated hereby) under or use such information to the detriment of any circumstance without advance written permission from the other party; and provided that (di) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either such party may use and disclose any CONFIDENTIAL INFORMATION such information once it has been publicly disclosed (including other than by such party in breach of its obligations under this Section) or that has rightfully come into the terms possession of such party (other than in connection with this Agreement) and, (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information. (b) Sellers and Buyer each will consult with and cooperate with the other with respect to the content and timing of all press releases and other public announcements, and any written statements to MNH Employees concerning this Agreement and the transactions contemplated hereby. Prior to Closing, neither of Sellers nor Buyer will make any such release, announcement or statement without the prior written consent and approval of the other party in response to a valid order of a court of competent jurisdiction (which approval shall not be unreasonably withheld or other supra-nationaldelayed), federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise except as required by law; providedapplicable Legal Requirements, however, that in which case the receiving other party will first have given notice or parties shall be consulted to the disclosing party extent reasonably practicable as to the content and given the disclosing party a reasonable opportunity timing of such release, announcement or statement to obtain a protective orderbe issued. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Purchase Agreement (Continental Cablevision Inc)

Confidentiality and Publicity. 8.1 Subject 13.1 Any information obtained by either Party in terms, or arising from the implementation of this Agreement shall be treated as confidential by the Parties and shall not be used, divulged or permitted to the parties’ rights and obligations pursuant be divulged to any person not being a party to this Agreement, YALE and LICENSEE agree that during without the term prior written consent of the other Party, save that: 13.1.1 both Parties shall be entitled to disclose such information to any party to this Agreement or the Consolidation Agreements who has a need to know such information and for [***] thereafter, each of them: (a) will who has been directed by the disclosing party to keep such information confidential and will cause their AFFILIATES has undertaken to keep such information confidential; 13.1.2 both Parties shall be entitled to disclose such information to its employees, directors, shareholders, professional advisors and funders who have a need to know such information. Before revealing such information to any such persons, it undertakes to procure that the persons are aware of the confidential and, in nature of the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information being made available to them and undertake to keep such information confidential; 13.1.3 the Offeree and/or any of its Holding Companies and/or any of its Subsidiaries and/or its or their advisors shall be entitled to disclose such information to any other person who require such information for purposes of an initial public offering by Platmin of any shares in its capital, CONFIDENTIAL INFORMATION disclosed provided that before revealing such information to it by any such persons, the other party, by taking (Offeree and/or any of its Holding Companies and/or any of its Subsidiaries and/or its or including provisions in sublicenses requiring their advisors shall procure that such persons are aware of the confidential nature of the information being made available to them; 13.1.4 each Party shall be entitled to disclose any information which is required to be taken) whatever action furnished by law or regulation or by existing contract as at the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable careSignature Date or by any stock exchange; and 13.1.5 neither Party shall be precluded from using or divulging such information in order to pursue any legal remedy available to it. 13.2 In the event that either Party is required to disclose information as contemplated in clause 13.1.4, such Party will: 13.2.1 advise the Party in respect of whom such information relates (bthe “Relevant Party”) will only disclose in writing prior to disclosure, if possible; 13.2.2 take such steps to limit the otherdisclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can; 13.2.3 afford the Relevant Party a reasonable opportunity, if possible, to intervene in the proceedings; 13.2.4 comply with the Relevant Party’s CONFIDENTIAL INFORMATION reasonable requests as to its officers, employees or agents, under requirements the manner and terms of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreementsuch disclosure; and (c) will not use 13.2.5 notify the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part Relevant Party of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by receipt of, and the recipient prior to the disclosure by the disclosing party; or (b) is at the time of form and extent of, any such disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other partyannouncement immediately after it was made. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Rooderand Agreement (Sedibelo Platinum Mines LTD)

Confidentiality and Publicity. 8.1 Subject 5.1 In connection with prior related disclosures and work, pursuant to the parties’ rights Confidential Disclosure Agreement between the parties of January 24, 1997, which agreement is incorporated herein by reference, and obligations pursuant to with the negotiation, execution and performance of this Agreement, YALE Xxxxxx and LICENSEE PharmaPrint have had and will have access to certain confidential and proprietary information of each other, including, but not limited to, financial data, know-how, trade secrets, technology, PharmaPrint's Patent Rights relating to the PharmaPrint -Registered Trademark- Process, and certain mutual information concerning the identification, characterization of and standardization of the biological active components, their biological activity, and their percent of the composition of the Herbal Product(s) of this Agreement. Recognizing that such information is all confidential and represents valuable assets and property to both parties, and the harm that may befall such party if any of such information is disclosed, Xxxxxx and PharmaPrint agree that during for a period of ten (10) years after the term execution of this the January 24, 1997 Confidential Disclosure Agreement between the parties, referred to above, to hold all such information in confidence and for [***] thereafternot to use or otherwise disclose any of such information to third parties without the prior written consent of the other party PROVIDED, each HOWEVER, that the obligations of them: confidentiality created herein shall cease to apply to information: (a) will keep confidential and will cause their AFFILIATES that can be demonstrated through documentary evidence to be in, or to come into, the public domain through no fault of Xxxxxx or PharmaPrint; (b) that can be demonstrated through documentary evidence to have been in either parties possession prior to its disclosure, or can be demonstrated through documentary evidence to have been later disclosed to either party by a third party who, to the receiving party's knowledge, was under no obligation to keep confidential andsuch information confidential; and (c) which, in the case written opinion of LICENSEEXxxxxx'x or PharmaPrint's legal counsel, will include provisions in sublicenses requiring its SUBLICENSEES is required to keep confidentialbe disclosed by law or regulation or by the rules of any stock exchange on which Xxxxxx'x or PharmaPrint's securities are listed, CONFIDENTIAL INFORMATION disclosed but only to it the extent so required and only upon five (5) business days written notice to and followed by consultation with the other party. 5.2 Xxxxxx shall submit to PharmaPrint and PharmaPrint shall submit to Xxxxxx all advertising, by taking (herbal product labeling, herbal product literature, written sales promotions, press releases, and other publicity matters relating in any way to this Agreement or including provisions its general subject matter in sublicenses requiring to which Xxxxxx'x trademarks, and/or the PharmaPrint trademarks, the PharmaPrint -Registered Trademark- Process, or the Herbal Product(s) produced in accordance with said process is mentioned or that contains language from which the connection of said name, trademark, PharmaPrint -Registered Trademark- Process, or the Herbal Product(s) identified, characterized or standardized thereby may be taken) whatever action implied or inferred and neither party shall publish or use such advertising, sales promotion, press release or publicity matters without either parties prior written consent. 5.3 In the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality event Xxxxxx or PharmaPrint or any of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agentsconsultants is requested or required by subpoena, under requirements order, discovery request, or similar process or by applicable law or regulation or the rules of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement any stock exchange on which such Xxxxxx or PharmaPrint securities are listed to disclose the other’s CONFIDENTIAL INFORMATION any information that is required to any third parties (other than be held in confidence pursuant to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination paragraph 5.1 of this Agreement, return all and Xxxxxx or PharmaPrint is required to disclose such information the CONFIDENTIAL INFORMATION disclosed disclosing party shall provide advanced notice and a copy of the proposed disclosure to it by the other party pursuant and will consult with the other party with respect to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 taking legally available steps to resist or narrow such request or disclosure. If disclosure of such information is required and any surviving clauses. 8.2 The obligations of confidentiality described above Xxxxxx or PharmaPrint is required to disclose such information, it shall not pertain to furnish only that part portion of the CONFIDENTIAL INFORMATION information that: (a) is shown to have been known to or developed by , in the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent written opinion of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal 's counsel, such disclosure party is otherwise legally required to disclose and shall cooperate with any action by law; provided, however, that the receiving non-disclosing party will first have given notice to (at the disclosing party and given the disclosing party a reasonable opportunity party's expense) to obtain a an appropriate protective orderorder or written or equally reliable assurance that confidential treatment shall be accorded the information. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Master Services Agreement (Pharmaprint Inc)

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and will cause their AFFILIATES not disclose or provide access to keep any Person to) all confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES information with respect to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other partyParty, by taking (or including provisions in sublicenses requiring relating to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATIONtransactions contemplated hereby, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents their respective representatives, Affiliates, employees, officers and directors who need to know such confidential information, provided that (A) each Party is permitted to disclose information that is required to be disclosed by applicable law, any government or applicable securities exchange, as applicable, or any amendments thereto and (B) each Party is permitted to disclose, or cause to be disclosed, information related to the transactions contemplated under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms a copy of this Agreement) to the Company, the Company’s directors, officers and advisors, (together with the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that any Party or any agent, representative, Affiliate, employee, officer or director of such Party becomes legally compelled to disclose any such information (except for the Permitted Disclosure), provide the other party in response to Party with prompt written notice of such requirement so that the other Party may, at its sole cost and expense, seek a valid protective order of a court of competent jurisdiction or other supra-nationalremedy or waive compliance with this Section 5.2(a), federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if (iii) in the event that such protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable opinion endeavors to obtain assurances that confidential treatment will be accorded such information and (iv) prior to making a Permitted Disclosure, the disclosing Party shall in good faith consult and coordinate with the other Party with respect to the timing and content of the receiving party’s legal counsel, such disclosure is otherwise required by law; disclosure; provided, however, that this Section 5.2(a) shall not apply to any information that, at the receiving party will first have given notice to time of disclosure, is in the disclosing party public domain and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms was not disclosed in breach of this Agreement) to AFFILIATESAgreement by such Party or any of its agents, SUBLICENSEESrepresentatives, investors, prospective investors and acquirersAffiliates, employees, consultants and agents officers or directors. (b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with a need to knowany news media without the prior written consent of the other Party, collaboratorsunless otherwise required by law, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications government or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYapplicable securities exchange.

Appears in 1 contract

Samples: Share Purchase Agreement (Champion Kerry Inc.)

Confidentiality and Publicity. 8.1 Subject 11.1 Each party undertakes not to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other 's Confidential Information otherwise than as expressly permitted by in the exercise and performance of its rights and obligations under this Agreement or disclose (Permitted Purposes). 11.2 Each party shall treat as confidential all Confidential Information of the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents party supplied under requirements of confidentiality) under any circumstance without advance written permission this Agreement and the party receiving Confidential Information from the other party; and (d) will, within [***] of termination of this Agreement, return all party shall not divulge that received Confidential Information to any person except to those who need to know it for the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clausesPermitted Purposes. 8.2 11.3 The obligations of confidentiality described above restrictions imposed by clause 11.1 and clause 11.2 shall not pertain apply to that part the disclosure of the CONFIDENTIAL INFORMATION thatany Confidential Information which: (a) is shown to have been known to now in, or developed by hereafter comes into, the recipient prior to the disclosure by the disclosing party; orpublic domain otherwise than as a result of a breach of this clause 11; (b) is at before any negotiations or discussions leading to this Agreement was already known by the time receiving party (or, in the case of disclosure the Customer, any of its Affiliates) and was obtained or has become thereafter publicly known through no fault or omission attributable to acquired in circumstances under which the recipientreceiving party was (or, in the case of the Customer, the Customer and its Affiliates were) not bound by any form of confidentiality obligation; or (c) is rightfully given required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the recipient from sources independent extent necessary). 11.4 Each party shall notify the other party if any of its staff connected with the provision or receipt of the disclosing party; or (d) is independently developed by the receiving party without use Services becomes aware of or reference any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the CONFIDENTIAL INFORMATION of the other party, at that other party's reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person. 8.3 The terms 11.5 This clause 11 shall remain in full force and effect for 1 year after the date of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms termination of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Maintenance Agreement

Confidentiality and Publicity. 8.1 Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential Unless and will cause their AFFILIATES to keep confidential anduntil Closing occurs, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking any non-public information that either party (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentialitytreating, for purposes of carrying out its rights this Section 6.4, the Comcast Parties as one party and responsibilities under this Agreement; and (c) will not use the TWC Parties as the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission may obtain from the other party; and (d) willor its Affiliates in connection with this Agreement shall be confidential, within [***] and following Closing, each party shall keep confidential any non-public information that such party may receive from the other party or its Affiliates in connection with this Agreement unrelated to the Transferred Systems or the Transferred Assets to be directly or indirectly transferred by the other party in an Exchange as well as any non-public information in the possession of termination of this Agreement, return all such party related to the CONFIDENTIAL INFORMATION disclosed Transferred Systems and Transferred Assets transferred directly or indirectly by such party to it by the other party pursuant to this Agreement except for one copy which may (any such information that a party is required to keep confidential pursuant to this sentence shall, with respect to such party, be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above referred to as "Confidential Information"). Each party shall not pertain disclose any Confidential Information to that part any other Person (other than its Affiliates and its Affiliates' directors, officers and employees, and representatives of its advisers and lenders, in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the CONFIDENTIAL INFORMATION that: (atransactions contemplated hereby, in which case such party shall be responsible for any breach by any such Person) is shown to have been known to or developed by the recipient prior use such information to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent detriment of the disclosing partyother; or provided, that (di) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either such party may use and disclose any CONFIDENTIAL INFORMATION such information once it has been publicly disclosed (including other than by such party in breach of its obligations under this Section) or which, to its knowledge, rightfully has come into the terms possession of this Agreementsuch party (other than from the other party), (ii) to the extent that such party may, in the reasonable judgment of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it has used commercially reasonable efforts, and has afforded the other party in response the opportunity, to a valid order of a court of competent jurisdiction obtain an appropriate protective order, or other supra-nationalsatisfactory assurance of confidential treatment, federalfor the information compelled to be disclosed, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, (iii) such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose such information to the extent reasonably necessary to permit such party to file Tax Returns, defend any CONFIDENTIAL INFORMATION dispute relating to Taxes, claim any Refund or otherwise provide information to a Governmental Authority in connection with any other Tax proceeding, (including iv) such party may use and disclose such information to the terms extent necessary to comply with Legal Requirements or any periodic reporting obligations such party may have by virtue of such party or any of its Affiliates having securities listed on a national securities exchange or quotation system, and (v) such party may disclose such information as may be required under or in connection with the obligations of such party under either Adelphia Purchase Agreement. In the event of termination of this Agreement, (A) the obligation set forth in this Section shall continue for a period of two years after such termination, and (B) each party shall use commercially reasonable efforts to AFFILIATEScause to be delivered to the other, SUBLICENSEESand to retain no copies of, investorsany documents, prospective investors work papers or other materials obtained by such party or on its behalf from the other, whether so obtained before or after the execution of this Agreement. (b) TWC and acquirers, employees, consultants Comcast each shall consult with and agents cooperate with a need the other with respect to know, collaborators, prospective collaborators the content and timing of all press releases and other third parties in public announcements, and any oral or written statements to the chain Comcast Transferred Employees and the TWC Transferred Employees concerning this Agreement and the transactions contemplated hereby. Except as required by applicable Legal Requirements or by any national securities exchange or quotation system, none of manufacturing TWC, Comcast, or their respective Affiliates shall make any such release, announcement or statement without the prior written consent and distributionapproval of the other, in each case who are subject which shall not be unreasonably withheld. The party receiving such a request for a consent shall respond promptly to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications such request for REGULATORY APPROVAL before any REGULATORY AUTHORITYconsent and approval.

Appears in 1 contract

Samples: Exchange Agreement (Time Warner Inc)

Confidentiality and Publicity. 8.1 Subject 7.15.1. Prior to the parties’ rights Closing, each Inspecting Party will keep confidential any non-public information that such Inspecting Party may obtain from the Disclosing Party in connection with this Agreement, and, following the Closing, each Inspecting Party will keep confidential any non-public information that such Inspecting Party may obtain from the Disclosing Party in connection with this Agreement unrelated to AT&T's Cable Business and obligations the Systems Transferred by the Disclosing Party pursuant to this Agreement. Following the Closing, YALE AT&T and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) its Affiliates will keep confidential any nonpublic information in the possession of such Persons related to AT&T's Cable Business or the AT&T Systems (and such Persons will cause their AFFILIATES be treated as an "Inspecting Party" and Comcast the "Disclosing Party" with respect to such information for purposes of this Section 7.15.1). Any information that a Person is required to keep confidential andpursuant to the foregoing sentences shall be referred to as "Confidential Information". Each Inspecting Party will not disclose any Confidential Information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders (collectively, "Representatives"), in each case, whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby, in which event such Inspecting Party shall be responsible for any breach hereof by any such Person) or use such Confidential Information to the detriment of the Disclosing Party; provided that (i) such Inspecting Party may use and disclose any such Confidential Information once it has been publicly disclosed (other than by such Inspecting Party or its Representatives in breach of the obligations under this Section 7.15.1) or which, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it information provided by the other partyDisclosing Party, by taking (or including provisions in sublicenses requiring to be taken) whatever action has come into the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality possession of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties such Inspecting Party (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the Disclosing Party and other party; and than from another Person in violation of any duty or obligation of confidentiality known to the Inspecting Party) and (dii) willto the extent that such Inspecting Party may, within [***] in the opinion of its counsel, be compelled by Legal Requirements to disclose any of such Confidential Information, such Inspecting Party may disclose such Confidential Information if it uses all reasonable efforts, and affords the Disclosing Party the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the Confidential Information compelled to be disclosed. In the event of termination of this Agreement, return all each Inspecting Party will cause to be delivered to the CONFIDENTIAL INFORMATION disclosed to it Disclosing Party, and retain no copies of, any documents, work papers and other materials obtained by such Inspecting Party or on its behalf from the other, whether so obtained before or after the execution hereof. 7.15.2. No Parent nor its Affiliates will issue any press releases or make any other party pursuant to public announcement concerning this Agreement and the transactions contemplated hereby, except for one copy which may be retained as required by applicable Legal Requirements or by any national securities exchange or quotation system without the recipient for monitoring compliance with this Article 8 prior written consent and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION approval of the other partyParent, which consent and approval may not be unreasonably withheld. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Comcast Corp)

Confidentiality and Publicity. 8.1 Subject Supplier shall, and shall procure that its employees and sub-contractors shall, keep confidential all information of a commercial or technical nature disclosed to Supplier by or on behalf of GSK for the parties’ rights and obligations pursuant to this purpose of the Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only not disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION such information to any third party without GSK's prior written consent. Supplier shall not without GSK's prior written consent disclose, copy, publicise or publish, the existence of the Agreement or any information related to the Agreement including the name of GSK, any GSK Affiliate, the Goods, Services, or the place of delivery or performance. Neither party shall be liable for, nor be deemed to be in default of the Agreement, on account of any delay in completion or the performance of any other act under the Agreement due to circumstances which could not have been contemplated by the parties and which are beyond the party’s reasonable control (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from “Force Majeure”), provided that the party claiming hereunder shall notify the other partyas soon as possible, specifying the cause and probable duration of the delay or non-performance and shall minimise the effects of such delay or non-performance. If the performance by either party of any of its obligations under the Agreement is prevented or delayed by Force Majeure: for a consecutive period in excess of 5 working days, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable in the circumstances; and (d) willand for a period in excess of 60 days cumulatively or consecutively, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by then the other party pursuant shall in its discretion have the right to this immediately terminate the Agreement except for one copy upon written notice. In the event of Force Majeure arising, GSK may, by notice in writing to Supplier, cancel any deliveries of Goods or Services (and the applicable Purchase Orders or parts thereof) which may in GSK’s opinion cannot be retained by made within a reasonable time after the recipient for monitoring compliance with this Article 8 and due date without incurring any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that liability on the part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other partyGSK. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Terms and Conditions of Purchase

Confidentiality and Publicity. 8.1 Subject (a) Each of Insight and TCI will use commercially reasonable efforts to assure that any non-public information that such party may obtain from the other in connection with this Agreement will be kept confidential and, such party will not disclose, and will cause its employees, consultants, advisors and agents not to disclose, any such information to any other Person (other than its directors, officers and employees and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use, and will cause its employees, consultants, advisors and agents not to use, such information to the parties’ rights detriment of the other; provided that (i) such party may use and disclose any such information once it has been publicly disclosed (other than by such party in breach of its obligations under this Section) or which rightfully has come into the possession of such party (other than from the other party) and (ii) to the extent that such party may, in the reasonable opinion of its counsel, be compelled by Legal Requirements to disclose any of such information, such party may disclose such information if it will have used all reasonable efforts, and will have afforded the other the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. The obligation of Insight and TCI to hold information in confidence pursuant to this Agreement, YALE and LICENSEE agree that during Section will be satisfied if such party exercises the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES same care with respect to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to such information as it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take exercise to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no similar information. In the event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] of termination of this Agreement, return each of Insight and TCI will use all the CONFIDENTIAL INFORMATION disclosed reasonable efforts to it by the other party pursuant cause to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior delivered to the disclosure other, and retain no copies of, any documents, work papers and other materials obtained by such party or on its behalf from the disclosing party; orother, whether so obtained before or after the execution hereof. (b) is at the time of disclosure Neither party will issue any press release or has become thereafter publicly known through no fault make any other public announcement or omission attributable any oral or written statement to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of its or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms of 's employees concerning this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding and the foregoingtransactions contemplated hereby, either party may use except as required by applicable Legal Requirements, without the prior written consent and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) approval of the other party in response to a valid order of a court of competent jurisdiction or other supra-nationalother, federal, national, regional, state, provincial which consent and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderapproval may not be unreasonably withheld. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Contribution and Formation Agreement (Insight Communications Co Inc)

Confidentiality and Publicity. 8.1 9.1. Subject to the parties’ rights and obligations pursuant to this Agreement, YALE the LICENSOR and LICENSEE agree that during the term of this Agreement and for [***] five (5) years thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES SUBLICENSEES, to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose that part of the other’s CONFIDENTIAL INFORMATION to its officers, employees or employees, agents, under requirements of confidentialityor independent contractors that is necessary for those officers, for purposes of carrying employees, agents, or independent contractors who need to know to carry out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by set forth in this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; and (d) will, within [***] sixty (60) days of termination or expiration of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clausesARTICLE 9. 8.2 9.2. The obligations of confidentiality described above shall not pertain to that part of the CONFIDENTIAL INFORMATION that: (a) is shown to have been was known to or developed by the recipient prior to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party; or (e) is required to be disclosed by law in the opinion of recipient’s attorney, but only after the disclosing party is given prompt written notice and an opportunity to seek a protective order. 8.3 9.3. Except as required by law, neither party may disclose the financial terms of this Agreement without the prior written consent of the other party. 9.4. The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding shall be deemed confidential to the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required extent permitted by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective orderrule or regulation. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Exclusive License Agreement (Nile Therapeutics, Inc.)

Confidentiality and Publicity. 8.1 Subject a. The Licensor and Licensee each agree to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafter, each of them: (a) will keep confidential and will cause their AFFILIATES not to keep confidential and, in the case of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by the other party, by taking (or including provisions in sublicenses requiring to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable care; and (b) will only disclose the other’s CONFIDENTIAL INFORMATION to its officers, employees or agents, under requirements of confidentiality, for purposes of carrying out its rights and responsibilities under this Agreement; and (c) will not use the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION to any third parties party (other than to agents their employees, agents, subcontractors and legal and professional advisors, in each case strictly on a 'need-to-know' basis and under requirements equivalent obligations of confidentiality) any information relating to the other’s past, present and future research, development, business activities, products, services and technical knowledge, disclosed in connection with the licensing of the Software or provision of Support under this Agreement and which is identified by the disclosing Party as confidential information or which a reasonable person would deem to be confidential under the circumstances ("Confidential Information"). For the avoidance of doubt, the Software is Licensor’s Confidential Information. b. The Licensor and Licensee each agree: i. not to make use of any circumstance without advance written permission from Confidential Information of the other partyParty for any purpose other than: in accordance with this agreement; or as required by relevant Laws; and (d) will, within [***] of termination of ii. not to copy or reproduce any Confidential Information without the disclosing Party’s prior written consent except as reasonably needed to perform its obligations under this Agreement. The receiving Party agrees to protect the Confidential Information of the disclosing Party in the same manner that it protects its own similar confidential information, return all the CONFIDENTIAL INFORMATION disclosed to it by the other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clausesbut in no event using less than a reasonable standard of care. 8.2 c. The obligations of confidentiality described above and non-use set out in this Section 16 shall not pertain apply to any Confidential Information where the receiving part can demonstrate that part of the CONFIDENTIAL INFORMATION thatConfidential Information concerned: (a) i. is shown or becomes publicly known through no breach of this Section 16; ii. is lawfully received from an independent third party which was not, to have been be the receiving Party’s knowledge, under an obligation not to disclose such information; iii. is already known to the receiving Party with no obligation of confidentially at the date it was disclosed by or developed by obtained from the recipient prior to the disclosure disclosing Party; iv. is disclosed without restriction by the disclosing Party to any third party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) v. is independently developed by the receiving party or for it without use of or reference to the CONFIDENTIAL INFORMATION of the other partyConfidential Information. 8.3 The terms of this Agreement constitute CONFIDENTIAL INFORMATION of each party. 8.4 Notwithstanding the foregoing, either party may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) of the other party in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective investors and acquirers, employees, consultants and agents with a need to know, collaborators, prospective collaborators and other third parties in the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITY.

Appears in 1 contract

Samples: Software License Agreement

Confidentiality and Publicity. 8.1 (a) Subject to the parties’ rights and obligations pursuant to this Agreement, YALE and LICENSEE agree that during the term of this Agreement and for [***] thereafterSection 11.9(b), each of themthe Parties undertakes not to disclose, in whole or in part, any Confidential Information. (b) Section 11.9(a) shall not prohibit disclosure if and to the extent: (ai) will keep confidential required or advisable to do so by Applicable Law, the rules and will cause their AFFILIATES to keep confidential andregulations of any stock exchange or in any lawful and compelling enquiry by any governmental, in official or regulatory body; (ii) the case Confidential Information is or becomes publicly available (other than by breach of LICENSEE, will include provisions in sublicenses requiring its SUBLICENSEES to keep confidential, CONFIDENTIAL INFORMATION disclosed to it by this Agreement); (iii) the other party, by taking Parties have given its prior written consent to such disclosure (or including provisions in sublicenses requiring such consent not to be taken) whatever action the party receiving the CONFIDENTIAL INFORMATION would take to preserve the confidentiality of its own CONFIDENTIAL INFORMATION, which in no event shall be less than reasonable careunreasonably withheld or delayed); and (biv) will only disclose the other’s CONFIDENTIAL INFORMATION such disclosure is to its officers, employees or agents, under requirements professional advisers who are bound to such Party by a duty of confidentiality, for purposes of carrying confidence similar to that set out its rights and responsibilities under in this Agreement; and. (c) will not If a Party is required under any of the circumstances referred to in Section 11.9(b)(i) to disclose any Confidential Information, the disclosing Party shall, to the extent legally permissible, use its reasonable endeavors to consult with the other party’s CONFIDENTIAL INFORMATION other than as expressly permitted by this Agreement or disclose the other’s CONFIDENTIAL INFORMATION Parties prior to any third parties (other than to agents under requirements of confidentiality) under any circumstance without advance written permission from the other party; andsuch disclosure. (d) will, within [***] of termination of this Agreement, return all the CONFIDENTIAL INFORMATION disclosed to it by the All press releases and other party pursuant to this Agreement except for one copy which may be retained by the recipient for monitoring compliance with this Article 8 and any surviving clauses. 8.2 The obligations of confidentiality described above shall not pertain to that part public relations activities of the CONFIDENTIAL INFORMATION that: (a) is shown to have been known to or developed by the recipient prior Parties with regard to the disclosure by the disclosing party; or (b) is at the time of disclosure or has become thereafter publicly known through no fault or omission attributable to the recipient; or (c) is rightfully given to the recipient from sources independent of the disclosing party; or (d) is independently developed by the receiving party without use of or reference to the CONFIDENTIAL INFORMATION of the other party. 8.3 The terms contents of this Agreement constitute CONFIDENTIAL INFORMATION of each partyshall be mutually approved by the Parties in advance, such approval not to be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained herein, after the Closing, Buyer and its Affiliates shall be permitted to make such public communications regarding this Agreement or the transactions contemplated herein as Buyer and its Affiliates may determine is required under Applicable Law. 8.4 (e) Notwithstanding the foregoingabove in this Section 11.9, either party may use (i) Sarcina and disclose any CONFIDENTIAL INFORMATION (including its Affiliates have the terms of this Agreement) of the other party in response right to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction or, if in the reasonable opinion of the receiving party’s legal counsel, such disclosure is otherwise required by law; provided, however, that the receiving party will first have given notice to the disclosing party and given the disclosing party a reasonable opportunity to obtain a protective order. 8.5 Notwithstanding the foregoing, LICENSEE may use and disclose any CONFIDENTIAL INFORMATION (including the terms of this Agreement) to AFFILIATES, SUBLICENSEES, investors, prospective inform their respective investors and acquirerspotential investors in current and future funds, any CVC Person as well as each of their respective directors, officers, employees, consultants financiers and agents with a need advisers about the Transaction, and (ii) Buyer and its Affiliates have the right to knowinform each of their respective directors, collaboratorsofficers, prospective collaborators employees, financiers, advisers, investors and other third parties in potential investors about the chain of manufacturing and distribution, in each case who are subject to obligations of confidentiality that are at least as protective of CONFIDENTIAL INFORMATION as those provided in this Article 8. LICENSEE also may disclose CONFIDENTIAL INFORMATION as reasonably necessary in connection with prosecution of any patent applications or applications for REGULATORY APPROVAL before any REGULATORY AUTHORITYtransactions contemplated herein.

Appears in 1 contract

Samples: Share Purchase Agreement (Graphic Packaging International, LLC)

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