Confidentiality and Use of Proprietary Information. Before, at the time of or following the execution and delivery of this Agreement, the Company shall not disclose any Proprietary Information to any Person, except (a) with the prior written consent of Fox; (b) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event the Company shall so notify Fox as promptly as practicable (and, if possible, prior to making such disclosure) and shall seek confidential treatment of such information; (c) as part of its normal reporting or review procedure to its auditors and its attorneys; provided, however, that the Company shall be liable for any breach by such auditors or attorneys of any provision of this Section 7.1; (d) in connection with the enforcement of the Company's rights hereunder; and (e) disclosures to an Affiliate or Sublicensee of, or professional advisor to, the Company in connection with the performance by the Company of its obligations hereunder; provided, however, that the Company shall be liable for any breach by such Affiliate, Sublicensee or professional advisor of any provision of this Section 7.1. This Section 7.1 shall survive the termination of this Agreement.
Confidentiality and Use of Proprietary Information. “Proprietary Information” shall mean the existence and status of the Work Product itself, products, and any and all information relating to the business of UCB (1) of which the Consultant became aware as a consequence of or through his/her arrangement with UCB under this Agreement or any other arrangement with UCB; (2) which has value to UCB and is not generally known by its competitors; or (3) which is treated by UCB as confidential. Except as otherwise provided in this Agreement, all Proprietary Information and all physical embodiments thereof, are confidential to and are and will remain the sole and exclusive property of UCB and will be used only in connection with the Services. Consultant may not use, disclose or duplicate any Proprietary Information, including trade secrets, belonging to or supplied by UCB except as necessary to provide the Services. Disclosure of Proprietary Information by the Consultant will be made only to employees, agents or independent contractors of the Consultant who are directly involved in performing the Services for UCB and have a specific need to know such information. The Consultant represents and warrants that any information disclosed by the Consultant to UCB is not confidential or proprietary to the Consultant or to any third party. Upon request by UCB, and in any event upon termination of the engagement of the Consultant with UCB for any reason, the Consultant will promptly deliver to UCB all property belonging to UCB including, without limitation, all Proprietary Information (and all embodiments thereof) then in his/her custody, control or possession. Notwithstanding anything in this Agreement to the contrary, the Consultant shall be permitted to disclose Proprietary Information that he/she is compelled by any law, regulation, judicial or administrative process, to disclose; provided, however, that (a) prior to making any such disclosure, the Consultant shall provide UCB with (i) written notice of the proposed disclosure in order to provide UCB with sufficient opportunity to seek a protective order or other similar order preventing or limiting the proposed disclosure and (ii) reasonable assistance in UCB’s efforts to obtain a protective order or other similar order and (b) the Consultant shall disclose such Proprietary Information only to the extent required in order to comply with the applicable law, regulation or action. The covenants of confidentiality set forth herein will apply after the Effective Date to any Pr...
