Common use of Confidentiality Obligation Clause in Contracts

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 13 contracts

Samples: Services Agreement, Agreement for the Provision of Chartered Surgical Facility Services, Services Agreement

AutoNDA by SimpleDocs

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and Neither Party shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff terms or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are a third party (other than the Party’s or the Party’s Affiliates’ officers, directors, employees, lenders, counsel, accountants, advisors, or Rating Agencies, who have a need to know such information and shall be fully complied have agreed to keep such terms confidential) except (a) in order to comply with at all times any Applicable Law, summons, subpoena, exchange rule, or accounting disclosure rule or standard, or to make any showing required by any applicable Governmental Body other than as set forth in Sections 13.1(e) and (f); (b) to the extent necessary for the enforcement of this Agreement; (c) as may be obtained from a non- confidential source that disclosed such Staffinformation in a manner that did not violate its obligations to the non-disclosing Party in making such disclosure; (d) to the extent such information is or becomes generally available to the public prior to such disclosure by a Party; (e) when required to be released in connection with any regulatory proceeding (provided that the releasing Party makes reasonable efforts to obtain confidential treatment of the information being released); (f) with respect to Buyer, as may be furnished to its duly authorized Governmental Bodies, including without limitation the Commission and all divisions thereof, to Buyer’s Procurement Review Group, a group of participants including members of the Commission and other governmental agencies and consumer groups established by the Commission in Commission decisions 00-00-000 and 00-00-000, and to Buyer’s Cost Allocation Mechanism Group established by the CPUC in D.00-00-000, or (g) Seller may disclose the transfer of the Monthly Quantity under this Agreement to its SC in order for such SC to timely submit accurate Supply Plans. The Service Provider agrees that it shall be liable and responsible for any breach existence of this Agreement by its Staff. is not subject to this confidentiality obligation; provided, neither Party shall make any public announcement relating to this Agreement unless required pursuant to subsection (ia) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer (e) of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions foregoing sentence of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this AgreementArticle 13.

Appears in 7 contracts

Samples: Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (ba) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (cb) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b6.1(a) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (dc) Notwithstanding Sections 6.1(b6.1(a) and 6.1(c6.1(b), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (ed) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (fe) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (gf) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include include, without limitation, providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (hg) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (ih) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (ji) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 5 contracts

Samples: Services Agreement, Services Agreement, Services Agreement

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and Neither Party shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff terms or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are a third party (other than the Party’s or the Party’s Affiliates’ officers, directors, employees, lenders, counsel, accountants, advisors, or Rating Agencies, who have a need to know such information and shall be fully complied have agreed to keep such terms confidential) except (a) in order to comply with at all times any Applicable Law, summons, subpoena, exchange rule, or accounting disclosure rule or standard, or to make any showing required by any applicable Governmental Body other than as set forth in Sections 13.1(e) and (f); (b) to the extent necessary for the enforcement of this Agreement; (c) as may be obtained from a non-confidential source that disclosed such Staffinformation in a manner that did not violate its obligations to the non-disclosing Party in making such disclosure; (d) to the extent such information is or becomes generally available to the public prior to such disclosure by a Party; (e) when required to be released in connection with any regulatory proceeding (provided that the releasing Party makes reasonable efforts to obtain confidential treatment of the information being released); (f) with respect to Buyer, as may be furnished to its duly authorized Governmental Bodies, including without limitation the Commission and all divisions thereof, to Buyer’s Procurement Review Group, a group of participants including members of the Commission and other governmental agencies and consumer groups established by the Commission in Commission decisions 00-00-000 and 00-00-000, and to Buyer’s Cost Allocation Mechanism Group established by the CPUC in D.00-00-000, or (g) Seller may disclose the transfer of the Monthly Quantity under this Agreement to its SC in order for such SC to timely submit accurate Supply Plans. The Service Provider agrees that it shall be liable and responsible for any breach existence of this Agreement by its Staff. is not subject to this confidentiality obligation; provided, neither Party shall make any public announcement relating to this Agreement unless required pursuant to subsection (ia) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer (e) of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions foregoing sentence of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this AgreementArticle 13.

Appears in 4 contracts

Samples: Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement, Demand Response Auction Mechanism Resource Purchase Agreement

Confidentiality Obligation. (1) During the term of the Employment Agreement and at any time after the termination of the Employment Agreement, the Employee shall abide by the confidentiality rules formulated by the Company. (a) The Service Provider agrees that Without the Company’s prior written consent, the Employee shall not, directly or indirectly (i) use any Confidential Information is highly confidential and for any purpose other than performance of strategic importance to AHS. The Service Provider acknowledges that it is essential that the his/her duties as an Employee; (ii) disclose in any form whatsoever any Confidential Information remain the sole and exclusive property of AHS and that to any unauthorized use or disclosure of the third parties; (iii) acquire Confidential Information by any improper methods or allow third parties to do the Service Provider could cause serious harm same; (iv) use or allow third parties to AHSuse any Confidential Information so acquired. For the purpose of this Agreement, “acquire by any improper methods” includes stealing, fraud, threat, bribery, unauthorized reproduction, breach of confidentiality obligations, persuasion of others to breach any confidentiality obligation or similar methods of the same nature. (b) Except with AHSThe Employee is obliged to use his/her best efforts to prevent any third party from stealing any Confidential Information. (2) If the Company suffers any loss resulting directly or indirectly from the Employee’s prior written consent, which consent may be arbitrarily and unreasonably withheldbreach of Section 1.2(1) hereof, the Service Provider shallCompany shall have the right to impose a discipline penalty on the Employee, and the Employee shall compensate the Company for the loss according to the relevant provisions of the Employment Agreement and assume any other legal liabilities under PRC laws. (3) The obligations under Section 1.2(1) shall not apply to the following information which: (ia) hold, and shall cause its Staff to hold, all Confidential Information in strict confidencethe Employee can prove has entered into the public domain; (iib) not collect, access, retain, use or disclose the Confidential Information has been disclosed other than for by the performance Employee’s breach of the Servicesprovisions of this Agreement; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider Employee can prove was acquired from a third party who is lawfully in possession of such Confidential Information.was not subject to any confidentiality restrictions; or (d) Notwithstanding Sections 6.1(b) and 6.1(c), was disclosed by the Service Provider shall at all times comply with the Employee as required by any applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, law or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule court order, or document and shall immediately notify AHS if it receives any subpoenaunder which circumstance, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide disclosed only to AHS copies of the Confidential Information that was disclosedextent as expressly specified by such applicable law or court order. (h4) The Service Provider shallEmployee understands and agrees that as may be required for the Company’s business operations and the Employee’s performance of his/her duties, before disclosing any Confidential Information the Employee may from time to any of its Staff, ensure that the terms and conditions of this Agreement relating time have access to Confidential Information are owned by the Company’s subsidiaries and affiliates. For the purposes of this Article 1, the Company shall be fully complied deemed to include any subsidiaries or affiliates of the Company that may, from time to time, become affiliated with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staffthe Company. (i5) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming The Employee understands and agrees that the destruction has taken placeCompany may from time to time receive confidential information of or relating to third parties which would require the Company to maintain in confidence. The Employee agrees to maintain in confidence for the Company and such third parties and in no event disclose to any party other than the Company and such third parties such confidential information. (j6) If the Service Provider directly accesses any Confidential Information Nothing in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At shall be deemed to exclude, weaken or waive any rights related to the request protection of AHS, trade secrets that the Service Provider agrees Company may have under PRC laws (including but not limited to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this AgreementPRC Anti-Unfair Competition Law).

Appears in 2 contracts

Samples: Confidentiality and Non Competition Agreement, Confidentiality and Non Competition Agreement (Xinyuan Real Estate Co LTD)

Confidentiality Obligation. Except as expressly provided herein, the Parties agree that, for a period beginning on the date hereof and ending [*] after the Effective Date (a) The Service Provider agrees that but with respect to any trade secrets, for such period of time as long as such information is protected as a trade secret), each Party shall keep strictly confidential and shall not publish or otherwise disclose and shall not use for any purpose except for the purposes contemplated by this Agreement, any Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm other Party. Each Party shall use reasonable measures to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose protect the Confidential Information of AHS the other Party from any other use or disclosure, using at a minimum, the same measures used to anyone protect its own confidential and proprietary information. The confidentiality and non-use obligations set forth above shall not apply with respect to any portion of the other than the Service ProviderParty’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for that the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: receiving Party can demonstrate with written evidence (i) is known or becomes public or available to the general public otherwise than through no the act or default of the Service Provider at the time receiving Party in breach of the acquisition thereof by the Service Provider; this Agreement; (ii) after the acquisition thereof is obtained by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider receiving Party from a third party Third Party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating is not subject to privacy and information security which are now, an obligation of confidentiality or at anytime in the future become, applicable non-use owed to the Service Provider disclosing Party or others; (iii) was already known to the Confidential Information. receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party under this Agreement; or (eiv) The Service Provider shall keep all is independently developed by the receiving Party without the use of or reliance on any Confidential Information separate from all provided by the disclosing Party hereunder. For the avoidance of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian lawdoubt, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure specific information disclosed as part of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall not be accorded confidential treatment; and (iii) promptly provide deemed to AHS copies be in the public domain or in the prior possession of the Confidential Information that was disclosed. (h) The Service Provider shallreceiving Party merely because it is embraced by more general information in the public domain or by more general information in the prior possession of the receiving Party. For the sake of clarity, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and the Ancillary Agreements shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event constitute the Confidential Information is destroyedof both Parties. [*] Certain confidential information contained in this document, an officer marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Securities Act of 1933, as amended. Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information treatment has been provided and evidence that such Staff have agreed requested with respect to be bound by the confidentiality obligations set out in this Agreementinformation.

Appears in 1 contract

Samples: Asset Transfer Agreement (Array Biopharma Inc)

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (ba) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (cb) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b6.1(a) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (dc) Notwithstanding Sections 6.1(b6.1(a) and 6.1(c6.1(b), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information.. CPSM COPY (ed) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (fe) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (gf) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include include, without limitation, providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed.. CPSM COPY (hg) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (ih) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (ji) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Services Agreement

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a)Article 6, not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section Article 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections Articles 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information “health information” (as defined in HIA) and any “personal information” separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible to AHS for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Services Agreement

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: Partner shall (i) hold, and shall cause its Staff to hold, keep all Confidential Information in strict confidence; confidential; (ii) not collectuse the same care as it uses its own Confidential Information, access, retain, use or disclose the Confidential Information other than for the performance of the Services; but in any event with reasonable care; (iii) not disclose or cause to be disclosed only to individual employees to the Confidential Information of AHS to anyone other than extent necessary for the Service Provider’s Staff and then Purpose; (iv) copy (duplicate) only to the extent that such Confidential Information of AHS is directly required to be disclosed in order necessary for the Service Provider to properly perform the ServicesPurpose; and (ivv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority use only for the Purpose; and (vi) under no circumstances disclose other than as provided in this Confidentiality Agreement and prevent the dissemination, unauthorised use or disclosure of Confidential Information. Notwithstanding As soon as Partner becomes aware that Confidential Information has not been kept secret or has otherwise been used contrary to the foregoingprovisions of this Confidentiality Agreement, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS Partner shall immediately notify MSF thereof. The confidentiality obligations under this clause 2. shall not apply in respect of such order, the Service Provider shall take the following actions:Confidential Information (i) specifically ask the court, government agency or other appropriate authority for permission which was already known to notify AHS of such order so AHS may seek a protective order or other such remedyPartner prior to its receipt; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available which is already publicly known prior to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is receipt or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatmentpublicly known thereafter without Partner's action; and (iii) promptly provide which Partner has received from a third party not subject to AHS copies confidentiality obligations; (iv) which is required to be disclosed by mandatory legal provisions or by judicial or other official order (including those of stock exchange supervisory authorities); or (v) the Confidential Information that was disclosed. (h) disclosure of which MSF has expressly consented to in writing in advance. The Service Provider shall, before disclosing any Confidential Information to burden of proving the existence of any of its Staff, these conditions shall be on the Partner. The Partner shall ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff employees to whom Confidential Information has been provided and evidence that such Staff is disclosed or who otherwise gain access to it comply with the provisions of this Clause 2. The Partner shall be responsible for the acts or omissions of all persons who have agreed to be bound by the confidentiality obligations set out in this Agreementgained knowledge (directly or indirectly) through it of Confidential Information as if it were its own acts or omissions.

Appears in 1 contract

Samples: Confidentiality Agreement

Confidentiality Obligation. Axonyx shall use only in accordance with this Agreement and shall not disclose to any third party, without ARS' prior written consent, any ARS Know-How, and ARS shall use only in accordance with this Agreement and shall not disclose to any third party, without Axonyx's prior written consent, any Axonyx Know-How. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of ten (10) years. These obligations shall not apply to information that: (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information known by the Service Provider could cause serious harm to AHS.receiving party at the time of its receipt, other than through a prior disclosure by the disclosing party, as documented by the receiving party's prior written records; (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, is at the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidencetime of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving party; (iic) not collect, access, retain, use or disclose is subsequently disclosed to the Confidential Information other than for receiving party by a third party who has the performance of the Servicesright to make such disclosure; (iiid) not disclose is developed by the Confidential Information receiving party independently of AHS information received from the disclosing party and such independent development can be demonstrated by the receiving party with written or other documentary evidence; (e) is disclosed to anyone Regulatory Authorities or other than the Service Provider’s Staff and then governmental agencies in order to obtain patents or to gain approval to conduct clinical trials or to market a Patented Product or Other Product, but such disclosure may be only to the extent reasonably necessary to obtain such patents or authorizations; (f) is disclosed to agents, consultants, and/or other third parties for the conduct of the Research (or for such parties to determine their interest in performing such activities) in accordance with this Agreement on the condition that such Confidential Information of AHS third parties agree to be bound by confidentiality obligations consistent with those contained in this Agreement; (g) is directly required to be disclosed by law or court order, PROVIDED, HOWEVER, that notice is promptly delivered to the disclosing party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and the receiving party thereafter discloses only the minimum information required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (includingrequest, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, whether or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if similar order is obtained by the foreign authority denies the Service Provider’s requestdisclosing party, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise uses its best efforts to obtain reliable assurances that have confidential treatment accorded to the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was discloseddisclosed information. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Development Agreement (Axonyx Inc)

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a)6.1, not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- non-Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Services Agreement

Confidentiality Obligation. Except as expressly provided herein, the Parties agree that, for a period beginning on the date hereof and ending [***] after the Effective Date (a) The Service Provider agrees that but with respect to any trade secrets, for such period of time as long as such information is protected as a trade secret), each Party shall keep strictly confidential and shall not publish or otherwise disclose and shall not use for any purpose except for the purposes contemplated by this Agreement, any Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm other Party. Each Party shall use reasonable measures to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose protect the Confidential Information of AHS the other Party from any other use or disclosure, using at a minimum, the same measures used to anyone protect its own confidential and proprietary information. The confidentiality and non-use obligations set forth above shall not apply with respect to any portion of the other than the Service ProviderParty’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for that the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: receiving Party can demonstrate with written evidence (i) is known or becomes public or available to the general public otherwise than through no the act or default of the Service Provider at the time receiving Party in breach of the acquisition thereof by the Service Provider; this Agreement; (ii) after the acquisition thereof is obtained by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider receiving Party from a third party Third Party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating is not subject to privacy and an obligation of confidentiality or non-use owed to the disclosing Party or others; (iii) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party under this Agreement; or (iv) is independently developed by the receiving Party without the use of or reliance on any Confidential Information provided by the disclosing Party hereunder. For the avoidance of doubt, specific information security which are now, or at anytime disclosed as part of Confidential Information shall not be deemed to be in the future becomepublic domain or in the prior possession of the receiving Party merely because it is embraced by more general information in the public domain or by more general information in the prior possession of the receiving Party. For the sake of clarity, applicable to the Service Provider or the Confidential Information. (ex) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (fas such term is defined in the Existing License Agreement) The Service Provider disclosed under the Existing License Agreement shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of be deemed to constitute “Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: ” under this Agreement; and (iy) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and the Ancillary Agreements shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event constitute the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken placeboth Parties. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Termination and Asset Transfer Agreement (Array Biopharma Inc)

Confidentiality Obligation. Except as expressly provided herein, the Parties agree that, for a period beginning on the date hereof and ending [***] after the Effective Date (a) The Service Provider agrees that but with respect to any trade secrets, for such period of time as long as such information is protected as a trade secret), each Party shall keep strictly confidential and shall not publish or otherwise disclose and shall not use for any purpose except for the purposes contemplated by this Agreement, any Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm other Party. Each Party shall use reasonable measures to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose protect the Confidential Information of AHS the other Party from any other use or disclosure, using at a minimum, the same measures used to anyone protect its own confidential and proprietary information. The confidentiality and non-use obligations set forth above shall not apply with respect to any portion of the other than the Service ProviderParty’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for that the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: receiving Party can demonstrate with written evidence (i) is known or becomes public or available to the general public otherwise than through no the act or default of the Service Provider at the time receiving Party in breach of the acquisition thereof by the Service Provider; this Agreement; (ii) after the acquisition thereof is obtained by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider receiving Party from a third party Third Party who is lawfully in possession of such Confidential Information. Information and is not subject to an obligation of confidentiality or non-use owed to the disclosing Party or others; (diii) Notwithstanding Sections 6.1(bwas already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party under this Agreement; or (iv) is independently developed by the receiving Party without the use of or reliance on any Confidential Information provided by the disclosing Party hereunder. For the avoidance of doubt, specific information disclosed as part of Confidential Information shall not be deemed to be in the public domain or in the prior possession of the receiving Party merely because it is embraced by more general information in the public domain or by more general 27 [***] Certain confidential information contained in this document, marked by brackets, has been omitted and 6.1(c), the Service Provider shall at all times comply filed separately with the applicable provisions Securities and Exchange Commission pursuant to Rule 406 of all privacy laws (includingthe Securities Act of 1933, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating as amended. Confidential treatment has been requested with respect to privacy and this information. information security which are now, or at anytime in the future becomeprior possession of the receiving Party. For the sake of clarity, applicable to the Service Provider or the Confidential Information. (ex) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (fas such term is defined in the Existing License Agreement) The Service Provider disclosed under the Existing License Agreement shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of be deemed to constitute “Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: ” under this Agreement; and (iy) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and the Ancillary Agreements shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event constitute the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken placeboth Parties. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Termination and Asset Transfer Agreement

Confidentiality Obligation. 3.1 In consideration of the discussions between the Parties, any access by the Receiving Party to Confidential Information of the Disclosing Party and the production or creation of data or information as a result of the Proposed Transaction, the Parties hereby agree (ai) to hold Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials but in no event less than a reasonable degree of care), (ii) not to divulge any Confidential Information or any information derived therefrom or from the Proposed Transaction to any third person; (iii) not to make any use whatsoever and at any time of such Confidential Information, subject to any other written agreement/consent between the Parties. The Service Provider agrees obligations of this paragraph also apply to the fact of the existence of Confidential Information, of this Agreement, and the occurrence of the discussions between the Parties. 3.2 The foregoing obligation shall not apply with respect to any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by a third party who did not require the Receiving Party to refrain from disclosing the same, or (iv) was independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party or resulting from the Proposed Transaction. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to assure that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined is treated confidentially in the HIA relevant proceeding and personal information as defined in FOIPP, promptly notifies the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act Disclosing Party of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Informationrequired disclosure. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Non Disclosure Agreement

AutoNDA by SimpleDocs

Confidentiality Obligation. (1) In view of the fact that the Employee's work as [position] of the Employer will give the Employee contact with or access to the Confidential Information, the Employee hereby agrees that during the Term and at any time after the termination of the employment relationship, the Employee shall abide by the confidentiality rules formulated by the Employer. (a) The Service Provider agrees that Without the Employer's prior written consent, the Employee shall not, directly or indirectly: (i) use Confidential Information is highly confidential and for any purpose other than performance of strategic importance to AHS. The Service Provider acknowledges that it is essential that the his/her duties; (ii) disclose in whatsoever form any Confidential Information remain the sole and exclusive property of AHS and that to any unauthorized use or disclosure of the third parties; (iii) acquire Confidential Information by any improper methods or allow third parties to do the Service Provider could cause serious harm same; (iv) use or allow third parties to AHSuse any Confidential Information so acquired. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff The Employee is obliged to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS his/her best efforts to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or prevent any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or stealing the Confidential Information. (e2) The Service Provider shall keep all Confidential Information separate from all For the purpose of its other records and databasesthis Article 2, the phrase "acquire by any improper methods" referred to under Article 2.2(1) includes stealing, fraud, threat, bribery, unauthorized reproduction, breach of confidentiality obligations, persuasion of others to breach the confidentiality obligation or similar methods of the same nature. (f3) The Service Provider obligations under Article 2.2 (1) shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take apply to the following actionsinformation which: (ia) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if Employee can prove has entered into the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally requiredpublic domain; (iib) exercise its best efforts to obtain reliable assurances that has been disclosed other than by the Employee's breach of the provisions of this Article 2.2(1); (c) the Employee can prove is acquired from a third party who does not assume confidentiality obligations; or (d) has been disclosed by the Employee as required by any applicable law or court order, under which circumstance, the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide disclosed only to AHS copies of the Confidential Information that was disclosedextent as expressly specified by such applicable law or court order. (h4) The Service Provider shall, before disclosing any Confidential Information Employee understands and agrees that the Employer may from time to time receive confidential information of third parties which would require the Employer to maintain such information in confidence. The Employee agrees to maintain such information in confidence for the Employer and such third parties and in no event disclose to any of its Staff, ensure that party other than the terms Employer and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staffthird parties such confidential information. (i5) At If the Employer suffers any time upon loss from the written request Employee's breach of AHSArticle 2.2 hereof, the Service Provider shall immediately return to AHS Employee must indemnify the Employer for any losses or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer damages of the Service Provider shall promptly provide a certificate to AHS confirming that Employer arising from the destruction has taken placeEmployee's breach of Article 2.2 hereof in accordance with this Agreement and assume any other legal liabilities under PRC laws. (j6) If the Service Provider directly accesses any Confidential Information Nothing in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At shall be deemed to exclude, weaken or waive any rights related to the request protection of AHS, trade secrets that the Service Provider agrees Employer may have under PRC laws (including but not limited to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this AgreementPRC Anti- Unfair Competition Law).

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Shares (Con-Way Inc.)

Confidentiality Obligation. (1. In consideration of the disclosure Confidential Information, the Receiving Party is obliged to keep them confidential and ensure their protection to an extent at least equal to the level of protection at which it protects its own Confidential Information, but not less than justified in the given circumstances, in particular to: a) The Service Provider agrees that not make any use whatsoever of the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that for any purpose, other than the Purpose for which Confidential Information remain has been disclosed; b) not disclose Confidential Information until official and written consent of Disclosing Party is granted; c) provide proper safe-keeping of Confidential Information, as well as to protect them from theft or unauthorised access, in particular to establish all technical, IT and organisational securities; d) inform the sole and exclusive property Disclosing Party on any case of AHS and that any unauthorized use infringement of obligations arising from this agreement or other disclosure of the Confidential Information by immediately, not later than 24 (twenty our) hours form the Service Provider could cause serious harm to AHS.moment of discovering such infringement; (be) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, inform the Service Provider shall: (i) holdDisclosing Party immediately, and shall cause its Staff to holdnot later than 24 (twenty four) hours, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose form the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that moment such Confidential Information of AHS demand is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence expressed of any kind; or (iv) is lawfully received request by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating legal courts or administrative authority to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose reveal any of the Confidential Information, before such disclosure of Confidential information. 2. In case of delivery to the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice Receiving Party of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS demand stipulated in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtainedclause 1, the Service Provider shallReceiving Party is obliged, regardless of action described therein, to: (ia) furnish only that portion apply the utmost care to fully inform the Disclosing Party of the circumstances under which the Confidential Information is to be disclosed and the extent of the Confidential Information which is legally requiredto be disclosed; b) agree with the Disclosing Party actions, which shall be performed to avoid or limit the disclosure of Confidential Information if such actions are permitted under applicable law. 3. Should the Receiving Party not be able, prior to the disclosure of Confidential Information, to satisfy obligations set forth in the preceding paragraphs, the Receiving Party shall be obliged to inform the Disclosing Party immediately, and no later than 24 (iitwenty four) exercise hours after the disclosure of Confidential Information, of the circumstances of disclosure of Confidential Information, as well as Confidential Information that has been disclosed and its best efforts scope. 4. Receiving Party is authorised to obtain reliable assurances pass Confidential Information to its Affiliates, employees, co-workers and advisors (collectively “Permitted Representatives”) for them to use it solely to assist in the undertaking of the Purpose. Receiving Party is obliged to ensure, that any Permitted Representatives, to whom it would disclose Confidential Information, will protect this information properly and will commit to not disclose this information to any third party nor use the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide for any purpose other than the Purpose. Receiving Party is liable for actions and omissions of all Permitted Representatives, to AHS copies of the whom it disclosed Confidential Information that was disclosedas for its own actions and omissions, on a risk basis. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Non Disclosure Agreement

Confidentiality Obligation. The Receiving Party agrees (a) The Service Provider agrees that to keep the Confidential Information is highly confidential as it treats its own confidential information, but such treatment shall not be less than a reasonable standard of protection of confidential information, and of strategic importance not to AHS. The Service Provider acknowledges that it is essential that use the Confidential Information remain for any purpose other than in the sole performance of its obligations under this Agreement and exclusive property (b) not to disclose (including by way of AHS interviews, responses to questions or inquiries, press releases or otherwise) any such Confidential Information, except (i) to its Permitted Affiliates and that any unauthorized use or disclosure of its and their respective, directors, officers and employees and agents, representatives, lawyers and other advisers (collectively, the “Representatives”) who reasonably need to know the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than connection herewith for the Receiving Party’s performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent its obligations under this Agreement; provided, that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be Representatives are subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence obligation and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations use restrictions no less restrictive than those set out in this AgreementSection 10 by such Representatives and the Receiving Party, and provided further, that the Receiving Party shall remain fully responsible for the breach of confidentiality obligations and use restrictions under this Section 10 by any such Representatives, and (ii) pursuant to, and to the extent required by, the applicable Laws (including an order of a Governmental Entity, court or a requirement of an applicable stock exchange); provided, that, to the extent permitted by applicable Laws, the Receiving Party shall, to the extent possible, promptly notify the Disclosing Party of such need to disclose Confidential Information in order to provide the Disclosing Party with a reasonable opportunity to contest such applicable disclosure and Receiving Party shall provide reasonable cooperation with the Disclosing Party to minimize disclosure or seek a grant of confidential treatment by the applicable Governmental Entity, court or stock exchange on any Confidential Information, solely at the Disclosing Party’s expense.

Appears in 1 contract

Samples: Joint Venture Agreement

Confidentiality Obligation. (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information by the Service Provider or the Operators could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shallshall and shall ensure that each of the Operators, as applicable: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than for the performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Provider and Operators’ Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider Services to properly perform the Servicesbe performed; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider or the Operators at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider or the Operators at the time of disclosure and is not known by the Service Provider or the Operators to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider or the Operators from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider and the Operators shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider and the Operators shall keep all Confidential Information separate from all of its their other records and databases. (f) The Service Provider and the Operators shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- non-Canadian law or other authority prohibits the Service Provider or the Operators from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Providerrequestor’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider Provider, the Operators or its their Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider applicable party shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to the Operators or any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by the Operators and any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Operators or Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider Provider, Operators or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider or the Operators directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and the Service Provider shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: Services Agreement

Confidentiality Obligation. The Receiving Party agrees (a) The Service Provider agrees that to keep the Confidential Information is highly confidential as it treats its own confidential information, but such treatment shall not be less than a reasonable standard of protection of confidential information, and of strategic importance not to AHS. The Service Provider acknowledges that it is essential that use the Confidential Information remain for any purpose other than in the sole performance of its obligations under this Agreement and exclusive property (b) not to disclose (including by way of AHS interviews, responses to questions or inquiries, press releases or otherwise) any such Confidential Information, except (i) to its Permitted Affiliates and that any unauthorized use or disclosure of its and their respective, directors, officers and employees and agents, representatives, lawyers and other advisers (collectively, the “Representatives”) who reasonably need to know the Confidential Information by the Service Provider could cause serious harm to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) not collect, access, retain, use or disclose the Confidential Information other than connection herewith for the Receiving Party’s performance of the Services; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent its obligations under this Agreement; provided, that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be Representatives are subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence obligation and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations use restrictions no less restrictive than those set out in this AgreementSection 10 by such Representatives and the Receiving Party, and provided further, that the Receiving Party shall remain fully responsible for the breach of confidentiality obligations and use restrictions under this Section 10 by any such Representatives, and (ii) pursuant to, and to the extent required by, the applicable Laws (including an order of a Governmental Entity, court or a requirement of an applicable stock exchange); provided, that, to the extent permitted by applicable Laws, the Receiving Party shall, to the extent possible, promptly notify the Disclosing Party of such need to disclose Confidential Information in order to provide the Disclosing Party with a reasonable opportunity to contest such applicable disclosure and Receiving Party shall provide reasonable cooperation with the Disclosing Party to minimize disclosure or seek a grant of confidential treatment by the applicable Governmental Entity, court or stock exchange on any Confidential Information, solely at the Disclosing Party’s expense. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Joint Venture Agreement (AeroVironment Inc)

Confidentiality Obligation. (1) During the term of the Employment Agreement and at any time after the termination of the Employment Agreement, the Employee shall abide by the confidentiality rules formulated by the Company. (a) The Service Provider agrees that Without the Company's prior written consent, the Employee shall not, directly or indirectly: (i) use any Confidential Information is highly confidential and for any purpose other than performance of strategic importance to AHS. The Service Provider acknowledges that it is essential that the his/her duties as an Employee; (i) disclose in any form whatsoever any Confidential Information remain the sole and exclusive property of AHS and that to any unauthorized use or disclosure of the third parties; (ii) acquire Confidential Information by any improper methods or allow third parties to do the Service Provider could cause serious harm same; (iii) use or allow third parties to AHSuse any Confidential Information so acquired. (b) Except with AHS’s prior written consentThe Employee is obliged to use his/her best efforts to prevent any third party from stealing any Confidential Information. (2) For the purpose of this Agreement, which consent may be arbitrarily and unreasonably withheld"ACQUIRE BY ANY IMPROPER METHODS" includes stealing, fraud, threat, bribery, unauthorized reproduction, breach of confidentiality obligations, persuasion of others to breach any confidentiality obligation or similar methods of the same nature. (3) If the Company suffers any loss resulting directly or indirectly from the Employee's breach of Section 1.2(1) hereof, the Service Provider shallCompany shall have the right to impose a discipline penalty on the Employee, and the Employee shall compensate the Company for the loss according to the relevant provisions of the Employment Agreement and assume any other legal liabilities under PRC laws. (4) The obligations under Section 1.2(1) shall not apply to the following information which: (ia) hold, and shall cause its Staff to hold, all Confidential Information in strict confidencethe Employee can prove has entered into the public domain; (iib) not collect, access, retain, use or disclose the Confidential Information has been disclosed other than for by the performance Employee's breach of the Servicesprovisions of this Agreement; (iii) not disclose the Confidential Information of AHS to anyone other than the Service Provider’s Staff and then only to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider Employee can prove was acquired from a third party who is lawfully in possession of such Confidential Information.was not subject to any confidentiality restrictions; or (d) Notwithstanding Sections 6.1(b) and 6.1(c), was disclosed by the Service Provider shall at all times comply with the Employee as required by any applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, law or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule court order, or document and shall immediately notify AHS if it receives any subpoenaunder which circumstance, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide disclosed only to AHS copies of the Confidential Information that was disclosedextent as expressly specified by such applicable law or court order. (h5) The Service Provider shallEmployee understands and agrees that as may be required for the Company's business operations and the Employee's performance of his/her duties, before disclosing any Confidential Information the Employee may from time to any of its Staff, ensure that the terms and conditions of this Agreement relating time have access to Confidential Information are owned by the Company's subsidiaries and affiliates. For the purposes of this Article 1, the Company shall be fully complied deemed to include any subsidiaries or affiliates of the Company that may, from time to time, become affiliated with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staffthe Company. (i6) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming The Employee understands and agrees that the destruction has taken placeCompany may from time to time receive confidential information of or relating to third parties which would require the Company to maintain in confidence. The Employee agrees to maintain in confidence for the Company and such third parties and in no event disclose to any party other than the Company and such third parties such confidential information. (j7) If the Service Provider directly accesses any Confidential Information Nothing in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At shall be deemed to exclude, weaken or waive any rights related to the request protection of AHS, trade secrets that the Service Provider agrees Company may have under PRC laws (including but not limited to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this AgreementPRC Anti-Unfair Competition Law).

Appears in 1 contract

Samples: Confidentiality and Non Compete Agreement (LDK Solar Co., Ltd.)

Confidentiality Obligation. (a) The Service Provider agrees that DUKE and COMPANY each agree to treat any CONFIDENTIAL INFORMATION disclosed to it by the Confidential Information is highly confidential other party under this AGREEMENT with reasonable care and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or avoid disclosure of the Confidential Information such CONFIDENTIAL INFORMATION to any other PERSON, except AFFILIATES bound by the Service Provider could cause serious harm obligations of confidentiality and restricted use set forth in this Article 11, and either party shall be liable for unauthorized disclosure or failure to AHS. (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheldexercise such reasonable care. Further, the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidence; (ii) receiving party will not collect, access, retain, use or disclose the Confidential Information disclosing party’s CONFIDENTIAL INFORMATION other than for the benefit of the parties hereto and in connection with such receiving party’s performance of the Services; (iii) not disclose the Confidential Information its obligations under this AGREEMENT. These obligations of AHS non-disclosure and restricted use shall remain in effect for each subject disclosure of CONFIDENTIAL INFORMATION for a period of time of [***] from such disclosure; however, neither party shall have an obligation, with respect to anyone other than the Service Provider’s Staff and then only CONFIDENTIAL INFORMATION disclosed to it, or any part thereof, to the extent that such Confidential Information of AHS is directly required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information whichCONFIDENTIAL INFORMATION: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iiia) is already known to the Service Provider receiving party at the time of disclosure and is not the disclosure; (b) becomes publicly known without the wrongful act or breach of this AGREEMENT by the Service Provider receiving party; (c) is rightfully received by the receiving party from a THIRD PARTY on a non-confidential basis; (d) is subsequently and independently developed by employees or agents of the receiving party who had no knowledge of the CONFIDENTIAL INFORMATION, as verified by written records; (e) is approved for release by prior written authorization of the party disclosing the CONFIDENTIAL INFORMATION; (f) is required to be subject disclosed pursuant to any obligation applicable securities laws in the reasonable opinion of confidence of any kindcounsel; or (ivg) is lawfully received by disclosed pursuant to any judicial or government request, requirement or order, provided that the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (including, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, or at anytime in the future become, applicable so disclosing has first provided timely notice to the Service Provider other party in order to provide the other party with an opportunity to contest such request, requirement or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, order or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other and provided that such remedy; and (ii) if the foreign authority denies the Service Provider’s request, the Service Provider shall vigorously disclosed CONFIDENTIAL INFORMATION otherwise remains subject to confidentiality and non-use obligations set forth in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedythis Article 11. If either party discloses CONFIDENTIAL INFORMATION directly to Xx. Xxxxx Xxxxxxxx, such protective order or remedy is CONFIDENTIAL INFORMATION shall not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise its best efforts be deemed to obtain reliable assurances that the Confidential Information shall be accorded confidential treatment; and (iii) promptly provide to AHS copies of the Confidential Information that was disclosed. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held have been received by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken placeother party. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

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

Confidentiality Obligation. Axonyx shall use only in accordance with this Agreement and shall not disclose to any third party, without ARS' prior written consent, any ARS Know-How or Axonyx Know-How, and ARS shall use only in accordance with this Agreement and shall not disclose to any third party, without Axonyx's prior written consent, any Axonyx Know-How. The foregoing obligations shall survive the expiration or termination of this Agreement for a period of ten (10) years. These obligations shall not apply to information that: (a) The Service Provider agrees that the Confidential Information is highly confidential and of strategic importance to AHS. The Service Provider acknowledges that it is essential that the Confidential Information remain the sole and exclusive property of AHS and that any unauthorized use or disclosure of the Confidential Information known by the Service Provider could cause serious harm to AHS.receiving Party at the time of its receipt, other than through a prior disclosure by the disclosing Party, as documented by the receiving Party's prior written records; (b) Except with AHS’s prior written consent, which consent may be arbitrarily and unreasonably withheld, is at the Service Provider shall: (i) hold, and shall cause its Staff to hold, all Confidential Information in strict confidencetime of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement by the receiving Party; (iic) not collect, access, retain, use or disclose is subsequently disclosed to the Confidential Information other than for receiving Party by a third party who has the performance of the Servicesright to make such disclosure; (iiid) not disclose is developed by the Confidential Information receiving Party independently of AHS information received from the disclosing Party and such independent development can be demonstrated by the receiving Party with written or other documentary evidence; (e) is disclosed to anyone Regulatory Authorities or other than the Service Provider’s Staff and then governmental agencies in order to obtain patents or to gain approval to conduct clinical trials or to market a Licensed Product pursuant to this Agreement, but such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; (f) is disclosed to agents, consultants, and/or other third parties to effect the development and commercialization of Licensed Products pursuant to this Agreement on the condition that such Confidential Information of AHS third parties agree to be bound by confidentiality obligations consistent with those contained in this Agreement; or (g) is directly required to be disclosed by law or court order, provided, however, that notice is promptly delivered to the other Party in order to provide such Party an opportunity to seek a protective order or other similar order with respect to such information and the Party required to disclose thereafter shall disclose only the minimum information required to be disclosed in order for the Service Provider to properly perform the Services; and (iv) except as otherwise permitted under this Section 6.1(a), not disclose the Confidential Information of AHS to the Service Provider’s Staff or any third party during or after the Term. (c) Except for any health information as defined in the HIA and personal information as defined in FOIPP, the obligations of confidentiality set out in Section 6.1(b) do not apply to any Confidential Information which: (i) is known to the public through no act of the Service Provider at the time of the acquisition thereof by the Service Provider; (ii) after the acquisition thereof by the Service Provider, becomes known to the public through no act of the Service Provider; (iii) is already known to the Service Provider at the time of disclosure and is not known by the Service Provider to be subject to any obligation of confidence of any kind; or (iv) is lawfully received by the Service Provider from a third party who is lawfully in possession of such Confidential Information. (d) Notwithstanding Sections 6.1(b) and 6.1(c), the Service Provider shall at all times comply with the applicable provisions of all privacy laws (includingrequest, the HIA and FOIPP), regulations, policies and directives issued by Alberta’s Commissioner of Information and Privacy relating to privacy and information security which are now, whether or at anytime in the future become, applicable to the Service Provider or the Confidential Information. (e) The Service Provider shall keep all Confidential Information separate from all of its other records and databases. (f) The Service Provider shall not disclose Confidential Information under any non-Canadian law, rule order, or document and shall immediately notify AHS if it receives any subpoena, warrant, order, demand or request issued by a non-Canadian court or other foreign authority for the disclosure of Confidential Information. Notwithstanding the foregoing, if any non- Canadian law or other authority prohibits the Service Provider from notifying AHS of such order, the Service Provider shall take the following actions: (i) specifically ask the court, government agency or other appropriate authority for permission to notify AHS of such order so AHS may seek a protective order or other such remedy; and (ii) if similar order is obtained by the foreign authority denies the Service Provider’s requestother Party, the Service Provider and shall vigorously and in good faith challenge such order through all legal means available to modify or overturn such order in order to eliminate or minimize any disclosure of Confidential Information. (g) If the Service Provider or its Staff is or becomes legally compelled, by oral questions, interrogatories, requests for Confidential Information, subpoena, civil investigative demand or similar legal process, to disclose any of the Confidential Information, the Service Provider or other party to whom the request was made or who is legally compelled hereunder shall provide AHS with prompt written notice of same so that AHS may seek a protective order or other appropriate remedy. The Service Provider shall fully cooperate with AHS in the event AHS seeks a protective order or other remedy as herein described, which shall include providing AHS with such information as it reasonably requires to obtain such an order or remedy. If such protective order or remedy is not obtained, the Service Provider shall: (i) furnish only that portion of the Confidential Information which is legally required; (ii) exercise use its best efforts to obtain reliable assurances that have confidential treatment accorded to the Confidential Information disclosed information. Subsections 8.01 (a), (b), (c), (d) and (f) above shall be accorded confidential treatment; and (iii) promptly provide not apply to AHS copies of Axonyx with respect to the Confidential Information that was disclosedAxonyx Know-How. (h) The Service Provider shall, before disclosing any Confidential Information to any of its Staff, ensure that the terms and conditions of this Agreement relating to Confidential Information are and shall be fully complied with at all times by any such Staff. The Service Provider agrees that it shall be liable and responsible for any breach of this Agreement by its Staff. (i) At any time upon the written request of AHS, the Service Provider shall immediately return to AHS or destroy any Confidential Information in whatever form it may be held by the Service Provider or its Staff. In the event the Confidential Information is destroyed, an officer of the Service Provider shall promptly provide a certificate to AHS confirming that the destruction has taken place. (j) If the Service Provider directly accesses any Confidential Information in performance of the Services, the following provisions shall apply: (i) for electronic access, the Service Provider shall keep an audit trail or other log of its Staff’s access to Confidential Information, and shall provide this log to AHS upon request. Such log must record the identity of the Staff, a description of the Confidential Information accessed, whether such Confidential Information was modified and the time and date of such access; and (ii) the Service Provider shall obtain a confidentiality agreement obligating Staff to keep Confidential Information in strict confidence and to be bound by all terms and conditions of this Agreement in respect thereof. At the request of AHS, the Service Provider agrees to provide AHS with a list of all Staff to whom Confidential Information has been provided and evidence that such Staff have agreed to be bound by the confidentiality obligations set out in this Agreement.

Appears in 1 contract

Samples: License Agreement (Axonyx Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!