CONFIDENTIALITY General. 21.1 The Parties agree that the provisions of this Agreement shall not be treated as Confidential Information and may be disclosed without restriction.
21.2 Each Receiving Party shall:
21.2.1 keep the Disclosing Party's Confidential Information confidential;
21.2.2 use the Confidential Information (or any part thereof) only in connection with performing its obligations under the Agreement; and
21.2.3 subject to clause 21.4 and 23, not disclose the Confidential Information to anyone without the prior written consent of the Disclosing Party.
21.3 Data provided by the Operator pursuant to clause 7 or otherwise pursuant to the terms of this Agreement shall be deemed to be Confidential Information where it is identified as such in the table at Part 4 of Schedule 4.
21.4 The consent referred to in clause 21.2.3 shall not be required for the disclosure by a Receiving Party of any Confidential Information which:
21.4.1 is disclosed to:
21.4.1.1 the CMA; or
21.4.1.2 the Department for Transport, 21.4.2 at any time comes into the public domain otherwise than as a result of breach of this Agreement by the Receiving Party;
CONFIDENTIALITY General. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees that, during the Term and for ten (10) years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement or the China Agreement (which includes the exercise of any rights or the performance of any obligations hereunder or thereunder) any Confidential Information furnished to it by the other Party pursuant to this Agreement except for that portion of such information or materials that the receiving Party can demonstrate by competent written proof:
(a) was already known to the receiving Party or its Affiliate, other than under an obligation of confidentiality, at the time of disclosure by the other Party;
(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;
(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;
(d) is subsequently disclosed to the receiving Party or its Affiliate by a Third Party without obligations of confidentiality with respect thereto; or
(e) is independently discovered or developed by the receiving Party or its Affiliate without the aid, application, or use of the disclosing Party’s Confidential Information. For the avoidance of doubt, Confidential Information that is also Product Information is governed both by the terms of Section 12.1 and by the terms of this Section 12.2.
CONFIDENTIALITY General. Except as provided in Section 10.1 with respect to Product Information, the Parties agree that the Party receiving Confidential Information disclosed by or on behalf of the other Party pursuant to this Agreement shall, and shall cause its officers, directors, employees, agents, Affiliates and Sublicensees and other Persons to which a sublicense is granted, to, keep confidential and not publish or otherwise disclose or use for any purpose other than to conduct its activities under this Agreement or otherwise as expressly authorized by this Agreement any Confidential Information furnished to it by or on behalf of the other Party pursuant to this Agreement. For the avoidance of doubt, the treatment of Confidential Information that is also Product Information is governed by the terms of Section 10.1, while the treatment of Confidential Information that is not also Product Information is governed by this Section 10.2.
CONFIDENTIALITY General. Except as provided in Section 7.1 with respect to Product Information, the Parties agree that the Party receiving Confidential Information disclosed by or on behalf of the other Party pursuant to this Agreement shall, and shall cause its officers, directors, employees, agents, Affiliates, Sanofi Licensees and Sublicensees and other Persons to which a sublicense or license is granted, to, keep confidential and not publish or otherwise disclose or use for any purpose other than to conduct its activities under this Agreement or otherwise as expressly authorized by this Agreement any Confidential Information disclosed to it by or on behalf of the other Party pursuant to this Agreement. For the avoidance of doubt, the treatment of Confidential Information that is also Product Information is governed by the terms of Section 7.1, while the treatment of Confidential Information that is not also Product Information is governed by this Section 7.2. Notwithstanding anything in this Section 7.2, Sanofi shall not be restricted by the provisions of this Section 7.2 from using its own Confidential Information for any purpose.
CONFIDENTIALITY General. All information and data disclosed to the other party shall be deemed to be proprietary and confidential (hereinafter referred to as “Confidential Information”) provided that written information is clearly marked in a conspicuous place as confidential or proprietary and verbal information is immediately confirmed in writing as confidential. Each party agrees to use the Confidential Information received from the other party only for the purpose of this Agreement. No other rights, and particularly licenses, to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. Confidential Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. The receiving party shall provide the same care to avoid disclosure or unauthorized use of the Confidential Information as it provides to protect its own confidential information. It is agreed that the receiving party in a secure place shall retain all Confidential Information with access limited to only such of the receiving party’s employees or agents who need to know such information for purposes of this Agreement. All Confidential Information, unless otherwise specified in writing, shall remain the property of the disclosing party, shall be used by the receiving party only for the purpose intended, and such Confidential Information, including all copies thereof, shall be returned to the disclosing party, and in any event, upon termination or expiration of this Agreement. Company warrants that it has established an information security program that contains appropriate measures designed to:
(a) Ensure the security and confidentiality of sensitive Customer Information;
(b) Protect against any unanticipated threats or hazards to the security or integrity of such information; and
(c) Protect against the unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. In the event Company discovers any unauthorized access to any sensitive Customer Information, Company shall take appropriate actions to address such unauthorized access, including but not limited to promptly notifying Bank of any such incident. For purposes of this paragraph, “sensitive Customer Information” shall include a customer’s name, address, or telephone number in conjunction with the customer’s social security number, driver’s license number, account number, credit or debit card number, or a personal ide...
CONFIDENTIALITY General. Subject to clause 25.8, each party to this agreement must not disclose any information concerning the contents of, or the transactions contemplated by, this agreement to any person who is not a party, except to the extent that:
(a) (permitted by documents) the disclosure is expressly permitted by a Finance Document;
(b) (consent of other parties) the other parties consent to the disclosure;
(c) (public domain) the information is already in the public domain, unless it entered the public domain because of a breach of confidentiality by the party;
(d) (employees and advisers) the disclosure is made on a confidential basis to the party’s officers, employees, agents, financiers or professional advisers, and is necessary for the party’s business, or is made to any related party of that party;
(e) (comply with laws) the disclosure is necessary to comply with any applicable law, or an order of a court or tribunal;
(f) (comply with directives) the disclosure is necessary to comply with a directive or request of any Government Agency or stock exchange (whether or not having the force of law) so long as a responsible person in a similar position would comply;
(g) (obtain Authorisations) the disclosure is necessary or desirable to obtain an Authorisation from any Government Agency or stock exchange; or
(h) (discovery and litigation) the disclosure is necessary or desirable in relation to any discovery of documents, or any proceedings before a court, tribunal, other Government Agency or stock exchange.
CONFIDENTIALITY General. The FHN Physicians and the FHN Contracted Physicians shall be fully responsible for ensuring that medical records pertaining to Enrolled Patients are maintained in accordance with all current legal and professional regulatory requirements. The FHN Physicians and FHN Contracted Physicians agree that they shall use all best efforts to keep all information in their custody pertaining to Enrolled Patients and all information made available, shared or exchanged under this Agreement strictly confidential and secure, subject to the provisions of this Agreement, a consent provided by an Enrolled Patient, or law.
CONFIDENTIALITY General. 13.1 The Parties agree that the provisions of this Agreement shall not be treated as Confidential Information and may be disclosed without restriction.
13.2 Each Receiving Party shall:
13.2.1 keep the Disclosing Party's Confidential Information confidential;
13.2.2 use the Confidential Information (or any part thereof) only in connection with performing its obligations under the Agreement; and
13.2.3 subject to Clause 13.3 not disclose the Confidential Information to anyone without the prior written consent of the Disclosing Party.
CONFIDENTIALITY General. Each Party and its employees, agents, and representatives (collectively, the “Receiving Party”) may receive or have access to Confidential Information (as defined below) of the other Party (the “Disclosing Party”) as a result of their relationship and this Agreement. As used in this Agreement, “Confidential Information” means all information of the Disclosing Party, whether of a technical, business, or other nature (including, without limitation, trade secrets, know-how, and other information relating to the products, customers, business plans, promotional and marketing activities, finances, and other business affairs of the Disclosing Party), that has been identified as being proprietary and/or confidential or that, based on the nature of the information or the circumstances under which it was disclosed, a reasonable person would believe to be confidential or proprietary. Confidential Information also includes the existence of this Agreement.
CONFIDENTIALITY General. 16.1 Each party undertakes that it shall not at any time during the Contract, and thereafter, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 16.2.
16.2 Each party may disclose the other party's confidential information:
16.2.1 to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, sub-contractors or advisers to whom it discloses the other party's confidential information comply with this Clause 16.2.1; and
16.2.2 as may be required by applicable law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
