Confidentiality and Restricted Use. 13.1 Except as specifically set forth elsewhere in this Agreement, each Party shall use only for purposes of this Agreement, and, except as permitted in this Agreement, shall keep confidential and not communicate to any Third Party, all of the Confidential Information received or otherwise learned pursuant to this Agreement including without limitation Confidential Information exchanged prior to the Effective Date relating to the subject matter of this Agreement.
13.2 Each Party shall communicate the Confidential Information of the other Party only to its employees and Third Parties (including, but not limited to actual and potential funding partners, consultants, CSPs and Sublicensees) who need to know such Confidential Information in order to perform this Agreement and who have agreed to abide by confidentiality and restricted use obligations at least as stringent as those set forth herein (the “Permitted Recipients”). Each Party shall be responsible to the other Party for any breach by its Permitted Recipients of such obligations.
13.3 The confidentiality and restricted use obligations set forth herein shall not apply to Confidential Information with respect to which the receiving Party can reasonably prove:
13.3.1 was already lawfully in such Party’s possession at the time of its disclosure hereunder, and not subject to any obligation of confidentiality or restricted use;
13.3.2 is in the public domain at the time of disclosure or becomes in the public domain after disclosure to the receiving Party through no action, fault or omission of the receiving Party;
13.3.3 is lawfully received by the receiving Party from a Third Party, provided that such Third Party is not subject to any obligation of confidentiality or restricted use with respect thereto;
13.3.4 is independently developed by the receiving Party without using any of the Confidential Information received hereunder;
13.3.5 that the receiving Party is required to disclose pursuant to applicable law, regulation or decision or order of any competent court, tribunal, governmental authorities or Drug Regulatory Authority, provided that the receiving Party has promptly disclosed such obligation to the disclosing Party and cooperates with the disclosing Party in efforts to (i) limit the extent of such disclosure to what is required to comply with the applicable law, regulatory, or decision, and (ii) obtain confidential treatment of the Confidential Information required to be disclosed.
13.4 The obligat...
Confidentiality and Restricted Use. Each Party (Receiving Party) shall protect the Confidential Information of the other Party (Disclosing Party) from unauthorized use or disclosure and use at least the same standard of care as it uses to protect its own Confidential Information and to make sure that its and its Affiliates’ employees, agents, consultant and clinical investigators only make use of the Disclosing Party’s Confidential Information for the purposes expressly authorized or contemplated by this Agreement.
Confidentiality and Restricted Use. Each Receiving Party of Confidential Information hereunder acknowledges the confidential and proprietary nature of the Confidential Information of the Disclosing Party and agrees that, for a period of five (5) years following the expiration or termination of this Agreement, such Confidential Information (i) shall be kept confidential by the Receiving Party; (ii) shall not be used for any reason or purpose other than in furtherance of such Party’s performance of its obligations hereunder; (iii) shall not be shared with or disclosed to any Affiliate or internal operating division of the Receiving Party other than the Receiving Party’s core internal functions and the Receiving Party’s operating division(s) directly responsible for performance under this Agreement; and (iv) without limiting the foregoing, shall not be disclosed by the Receiving Party to any person or entity, except in each case as otherwise expressly permitted by the terms of this Agreement or with the prior written consent of an authorized representative of the Disclosing Party.
Confidentiality and Restricted Use. 4.1 Recipient shall:
a) hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination;
b) use Confidential Information only for the Project;
c) not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than to those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.
4.2 The obligations in Clause 4.1 shall not apply for Confidential Information that:
a) was, at the time of its disclosure, in the public domain or which, after Discloser's disclosure, comes into the public domain, unless it is in the public domain as a result of:
(i) a breach by Recipient of its obligations contained in this Agreement (or by any person to whom disclosure of information is made as permitted under this Agreement); or
(ii) a breach by a third party of any other obligation or duty of confidentiality or non-disclosure relating to that information that Recipient is or ought to be aware of;
b) was or becomes available to Recipient on a non-confidential basis provided that the source is not known to Recipient to be bound by a confidentiality agreement and is not otherwise in breach of any obligation of confidentiality or restricted use;
c) is otherwise agreed in writing by Discloser to no longer being confidential and/or restricted; or
d) is required to be disclosed by law, regulation or any competent governmental, judicial or regulatory authority, or by a recognized stock exchange, or in response to a request from a regulatory body with a supervisory role over Recipient or any of its Affiliates, in which case Recipient will (or, if Recipient's Representative is subject to the disclosure obligation, Recipient will procure that such Representative will), in each case to the extent permitted by law, regulation or the relevant authority:
Confidentiality and Restricted Use. Subject to Sections 1.4, 1.5 and 1.6, a Receiving Party agrees that:
(a) it shall not, directly or indirectly, use the Confidential Information furnished to it by or on behalf of the Disclosing Party, for any purpose other than in connection with the investment by Bell in the Company or the commercial relationship established under the Master Supply Agreement;
(b) the Confidential Information shall be kept confidential;
(c) it shall not, in any manner whatsoever, disclose or disseminate the Confidential Information (in whole or in part) furnished to it hereunder to any person, provided that, subject to the terms and conditions of this Agreement, any disclosure of the Confidential Information may be made to:
(i) any Affiliate, officer, director, employee, accountant, auditor or attorney of the Receiving Party (collectively, "Representatives") who needs to know such Confidential Information in connection with the investment by Bell in the Company, the commercial relationship established under the Master Supply Agreement, the performance of services for the Receiving Party or the business operations of the Receiving Party and who has agreed or is otherwise obligated to abide by the terms of this Section 1; and
(ii) any other person upon the prior written consent of the Disclosing Party.
Confidentiality and Restricted Use. Client hereby expressly agrees:
2.1 to hold the CI in strict confidence and use any CI only for the Purpose and for no other purpose and in particular, but without prejudice to the generality of the foregoing, Client undertakes (a) not to make any commercial use of any CI; and (b) not to use any CI for the benefit of itself or of any third party other than pursuant to a further agreement with Provider.
2.2 that without the prior written consent of Provider, Client will not in any manner or at any time publish or disclose, disseminate or otherwise provide the CI, in whole or in part, to any person or entity except to such of its Affiliates and/or Representatives as are directly concerned with the Purpose and whose knowledge of the CI is essential for the Purpose (“Permitted Person”).
2.3 to safeguard the CI in the same manner as Client would safeguard its own information of a similar nature, but with no less than re asonable care under the circumstances.
2.4 to institute and maintain appropriate security measures to carry out the Purpose including limiting the disclosure of the CI to the Permitted Person only if the Permitted Person is subject to an obligation of confidentiality and it has been intimated that Provider’s CI must be kept confidential and must be used only for the Purpose. Client shall ensure that each Permitted Person strictly complies with the terms of this NDA and will be unconditionally responsible for any unauthorized disclosure or use of Provider’s CI or breach of this NDA.
2.5 that it shall immediately inform or advise Provider of any unauthorized use or disclosure, misappropriation or misuse by any person or entity of any CI upon Client having actual notice or actual knowledge of the same or having any reason to suspect such unauthorized use or disclosure or misappropriation.
2.6 Unless specifically requested to do so by Provider, Client shall be prohibited from analyzing the composition of or modifying, changing, merging, adapting, translating, reverse engineering, decompiling, disassembling or preparing works derived from any Equipment or the CI.
2.7 Subject to the provisions of this NDA, Client may disclose CI if and to the extent that it is compelled or required to do so by a court or other authority that has jurisdiction over Client. Before making such a disclosure Client shall advise Provider of such required disclosure promptly upon learning thereof in order to afford Provider a reasonable opportunity to contest, limit and/or as...
Confidentiality and Restricted Use. Client hereby expressly agrees:
2.1 to hold the CI in strict confidence and use any CI only for the Purpose and for no other purpose and in particular, but without prejudice to the generality of the foregoing, Client undertakes (a) not to make any commercial use of any CI; and (b) not to use any CI for the benefit of itself or of any third party other than pursuant to a further agreement with Provider.
2.2 that without the prior written consent of Provider, Client will not in any manner or at any time publish or disclose, disseminate or otherwise provide the CI, in whole or in part, to any person or entity except to such of its Affiliates and/or Representatives as are directly concerned with the Purpose and whose knowledge of the CI is essential for the Purpose (“Permitted Person”).
2.3 to safeguard the CI in the same manner as Client would safeguard its own information of a similar nature, but with no less than reasonable care under the circumstances.
2.4 to institute and maintain appropriate security measures to carry out the Purpose including limiting the disclosure of the CI to the Permitted Person only if the Permitted Person is subject to an obligation of confidentiality and it has been intimated that Provider’s CI must be kept confidential and must be used only for the Purpose. Client shall ensure that each Permitted Person strictly complies with the terms of this NDA and will be unconditionally responsible for any unauthorized disclosure or use of Provider’s CI or breach of this NDA.
2.5 that it shall immediately inform or advise Provider of any unauthorized use or disclosure, misappropriation or misuse by any person or entity of any CI upon Client having actual notice or actual knowledge of the same or having any reason to suspect such unauthorized use or disclosure or misappropriation.
2.6 Unless specifically requested to do so by Provider, Client shall be prohibited from analyzing the composition of or modifying, changing, merging, adapting, translating, reverse engineering, decompiling, disassembling or preparing works derived from any Equipment or the CI.
2.7 Subject to the provisions of this NDA, Client may disclose CI if and to the extent that it is compelled or required to do so by a court or other authority that has jurisdiction over Client. Before making such a disclosure Client shall advise Provider of such required disclosure promptly upon learning thereof in order to afford Provider a reasonable opportunity to contest, limit and/or ass...
Confidentiality and Restricted Use accredited Institution and Foundation shall hold all Confidential Information in confidence and, except as permitted herein, Accredited Institution shall not disclose any Confidential Information to any third party (including, for the avoidance of doubt, disclosure in any patent application) without the prior written consent of the Sponsor. The Accredited Institution shall not disclose Confidential Information to the Foundation, except the information necessary for the development of the reports and documents to be submitted to ANP that are part of the Foundation's activities under this Agreement, and except as permitted in this Agreement.Accredited Institution and Foundation will not use the Confidential Information for the benefit of any party other than Sponsor and Affiliates. Notwithstanding the foregoing, Accredited Institution and Foundation agrees not to disclose any results of the Research Project to any third party without prior authorization from the Sponsor. Subject to clause 9.7, notwithstanding the foregoing, the Accredited Institution, as an institution of an educational nature, shall use the research and the knowledge acquired as a result of the execution of this Agreement, provided that do not contain Confidential 9.2. Confidencialidade e Uso Restrito. A Instituição Credenciada e a Fundação deverão manter todas as Informações Confidenciais em sigilo e, exceto conforme permitido neste Contrato, não deve divulgar qualquer Informação Confidencial a terceiros (incluindo, para evitar dúvidas, a divulgação em qualquer pedido de patente) sem o consentimento prévio por escrito da Patrocinadora. A Instituição Credenciada não deve divulgar Informações Confidenciais à Fundação, com exceção às informações necessárias para o desenvolvimento dos relatórios e documentos a serem submetidos à ANP que são parte das atividades da Fundação sob este Contrato, e exceto conforme permitido neste Contrato. A Instituição Credenciada e a Fundação não usarão as Informações Confidenciais para o benefício .de qualquer outra parte que não seja a Patrocinadora e Afiliadas. Não obstante o acima exposto, a Instituição Credenciada e a Fundação concordam em não divulgar quaisquer resultados do Projeto de Pesquisa a terceiros, sem a autorização prévia da Patrocinadora. Sujeito a cláusula 9.7 (Publicação) e não obstante o disposto anteriormente, a Instituição Credenciada, na qualidade de instituição de caráter educacional, poderá utilizar os trabalhos e os conhecimentos adquiri...
Confidentiality and Restricted Use. Each Party (Receiving Party) shall protect the Confidential Information of the other Party (Disclosing Party) from unauthorized use or disclosure and use at least the same standard of care as it uses to protect its own Confidential Information and to make sure that its and its Affiliates’ employees, agents, consultant and clinical investigators only make use of the Disclosing Party’s Confidential Information for the purposes expressly authorized or contemplated by this Agreement. All Confidential Information disclosed by the Developing Party to the Non-Developing Party in connection with any Proprietary Combination Product or any Proprietary Combination Study [***] shall constitute Confidential Information of [***] and shall be treated as such by [***] in accordance with this Section 14. For clarity, [***] Technology and [***] Technology (and records containing details of the same) shall be deemed to be the Confidential Information of the Party or Parties which owns such [***] Technology or [***] Technology, as applicable pursuant to the terms of this Agreement (e.g., jointly owned Collaboration IP and Joint Patents (and records containing details of the same) shall constitute Confidential Information of both Parties).
Confidentiality and Restricted Use. You shall keep the Materials and Deliverables in strict confidence and shall not directly or indirectly disclose or use any portion thereof from the Effective Date and thereafter in perpetuity. Under no circumstances shall you use any of the Materials or Deliverables for your benefit or the benefit of any third party without the express prior written approval of Xxxxx. You represent and warrant that you shall make no copies of the Materials or of the Deliverables, in whole or in part, by any means, including without limitation, making any digital or electronic copies by means of any computer, scanning or recording device, camera, CD, diskette, smartphone or any other device or method. Notwithstanding the foregoing, the restrictions shall not apply to: (a) material that at the time of disclosure by Zolve is a part of the public domain or thereafter becomes a part of the public domain through no violation of this Agreement; (b) material obtained on a non-confidential basis from a third party who did not violate an obligation of confidentiality to Zolve or any law by disclosing the material; or (c) material that is developed or acquired independently as shown by pre-existing written records without reference to any material.