Confidentiality and Use Restrictions. All government and business information disclosed by the County to Consultant in connection with this Agreement shall be treated as confidential information unless it is or later becomes publicly available through no action of Consultant, or it was or later is rightfully developed or obtained by Consultant from independent sources free from any duty of confidentiality. The County's confidential information shall be held in strict confidence by Consultant and shall not be used or disclosed by Consultant for any purpose except as reasonably necessary to implement or perform this Agreement, or except as required by law or governmental agency, provided that the County is given notice and a reasonable opportunity to obtain a protective order at the County’s cost and expense. Consultant understands that the unauthorized disclosure of confidential information may violate the state and/or Federal law and subject Consultant to civil liability. Consultant agrees to enter into any further agreement reasonably required to implement the provisions of this paragraph.
Confidentiality and Use Restrictions. (A) All government and business information disclosed by County to Contractor in connection with the Agreement shall be treated as confidential information unless it is or later becomes publicly available through no fault of Contractor, or it was or later is rightfully developed or obtained by Contractor from independent sources free from any duty of confidentiality.
Confidentiality and Use Restrictions. All government and business information disclosed by the County to Provider in connection with this Agreement (including but not limited to any “protected health information” as defined under the Health Insurance Portability and Accountability Act, as amended (“HIPAA”), and the regulations promulgated thereunder) shall be treated as confidential information unless it is or later becomes publicly available through no action of Provider, or it was or later is rightfully developed or obtained by Provider from independent sources free from any duty of confidentiality. The County's confidential information shall be held in strict confidence by Provider and shall not be used or disclosed by Provider for any purpose except as reasonably necessary to implement or perform this Agreement, or except as required by law or governmental agency, provided that the County is given notice and a reasonable opportunity to obtain a protective order at the County’s cost and expense. Provider understands that the unauthorized disclosure of confidential information may violate the state and/or Federal law and subject Provider to civil liability. Provider agrees to enter into any further agreement reasonably required to implement the provisions of this paragraph; including, but not limited to, a HIPAA business associate agreement.
Confidentiality and Use Restrictions. All government and business information disclosed by the County to Consultant in connection with this Agreement (including but not limited to any “protected health information” as defined under the Health Insurance Portability and Accountability Act, as amended, and the regulations promulgated thereunder) shall be treated as confidential information unless it is or later becomes publicly available through no action of Consultant, or it was or later is rightfully developed or obtained by Consultant from independent sources free from any duty of confidentiality. The County's confidential information shall be held in strict confidence by Consultant and shall not be used or disclosed by Consultant for any purpose except as reasonably necessary to implement or perform this Agreement, or except as required by law or governmental agency, provided that the County is given notice and a reasonable opportunity to obtain a protective order at the County’s cost and expense. Consultant understands that the unauthorized disclosure of confidential information may violate the state and/or Federal law and subject Consultant to civil liability. Consultant agrees to enter into any further confidentiality agreement reasonably required to implement the provisions of this paragraph.
Confidentiality and Use Restrictions. All government and business information disclosed by the County to Consultant in connection with this Agreement, and all personal information on candidates obtained by the Consultant through provision of its services, shall be treated as confidential information unless it is or later (a) becomes publicly available through no action of Consultant, (b) is already known to Consultant, (c) is independently developed without use of or reliance on such confidential information, or (d) it was or later is rightfully developed or obtained by Consultant from independent sources free from any duty of confidentiality. The County's confidential information shall be held in strict confidence by Consultant and shall not be used or disclosed by Consultant for any purpose except as reasonably necessary to implement or perform this Agreement, or except as required by law or governmental agency, provided that, to the extent permitted by law, the County is given notice and a reasonable opportunity to obtain a protective order at the County’s cost and expense. Consultant understands that the unauthorized disclosure of confidential information may violate the state and/or Federal law and subject Consultant to civil liability. Consultant agrees to enter into any further agreement reasonably required to implement the provisions of this paragraph.
Confidentiality and Use Restrictions. (a) Neither the Seller, Harvest, LLC nor any of the Members or any of their affiliates will, without the prior written consent of the Purchaser, at any time after the Closing Date (a) disclose any Confidential Information relating to any material aspect of the Business or the Acquired Assets to any person or entity (including but not limited to any the Technologies, the Documentation, the Intellectual Property Rights and other information relating to the Products or the Business not otherwise publicly available), or (b) use or exploit any such Confidential Information for its or his own benefit or for the benefit of any other person or entity other than the Purchaser.
Confidentiality and Use Restrictions. Each Party agrees, on such Party's own behalf and on behalf of any of such Party's officers, directors, agents, representatives, accountants and attorneys (collectively, "Representatives"), that such Party and its Representatives shall hold the Confidential Information of the other Party in the strictest confidence and shall use the same care and discretion to protect the other Party's Confidential Information as such Party uses to protect its own confidential information, but not less than a reasonable standard of care. Except as required by law or stock exchange regulation, unless otherwise agreed to in writing by the Parties, no Party shall disclose any Confidential Information to any third party or use such Confidential Information for such Party's own benefit or the benefit of a third party.
Confidentiality and Use Restrictions. The Receiving Party in respect of any Confidential Information undertakes from the date of disclosure to treat all received Confidential Information as strictly confidential during the Term of this Agreement and for a minimum term of five (5) years thereafter and, therefore, not to disclose it without the prior written and express consent of the Disclosing Party and to make no use of it, except as specifically provided for in this Article 10 without the prior written and express consent of the Disclosing Party in each case; provided that, (a) in the event that such Confidential Information shall constitute a Trade Secret, the Receiving Party shall be obligated to continue to comply with the foregoing requirements until such time, if ever, as it shall lose its character as a Trade Secret through no fault of the Receiving Party and (b) in the event that either Party shall enter or have obligations under an agreement with a Third Party which entails a longer period for maintaining Confidential Information the Receiving Party shall comply with such obligations.
Confidentiality and Use Restrictions. The Consultant agrees to keep strictly confidential, and to use solely for purposes of performing the Services, any intellectual property or Confidential Information and Trade Secrets disclosed to Consultant by the Company or any of its subsidiaries and/or affiliate entities or its customers and suppliers in the course of the Consultant’s engagement hereunder. For the purposes of this Agreement, the Consultant understand that both the Confidential Information and Trade Secrets may include intellectual property and/or proprietary rights that the Company or any of its subsidiaries and/or affiliate entities is entitled to protect, and accordingly, the Consultant agree not to disclose such information either during the Term or after the expiration or earlier termination of this Agreement without the prior written consent of the Company, or to use any of such Confidential Information or Trade Secrets for the Consultant’s benefit, or for the benefit of any other person, firm, corporation or entity.
Confidentiality and Use Restrictions. 4.1 Unless otherwise agreed in this Agreement, the Receiving Party shall keep strictly confidential any Confidential Information of the Disclosing Party and shall not make Confidential Information of the Disclosing Party, in whole or in part, available to any Third Party (including any patent offices or similar authorities). The Receiving Party shall use Confidential Information of the Disclosing Party only for the purpose of exercising its rights (including, in the case of PhaseBio as the Receiving Party, the rights granted hereunder under Section 2.1 and 2.2) and performing its obligations under this Agreement. The Receiving Party shall not use or exploit Confidential Information of the Disclosing Party in any form directly or indirectly, in whole or in part, for any other purposes or for the obtainment of intellectual property rights. All Confidential Information of the Disclosing Party and all rights therein shall remain the Disclosing Party’s exclusive property. In particular PhaseBio shall not deposit, in whole or in part, the Developed Strain with a depositary institution [***]; furthermore PhaseBio shall use the Developed Strain only for the purpose of exercising its rights under this Agreement.
