Confidentiality Obligations of the Parties. From and after the Closing Date, each of the Owners and the Seller will, and will cause its Affiliates to, treat and hold as confidential, and not disclose any of the Confidential Information of the Seller or the Business to any Person. In the event that the Seller, the Owners or their Affiliates are requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or as otherwise required by law) to disclose any Confidential Information of the Seller or the Business, the Seller will notify NMHC and the Purchaser promptly of the request or requirement so that NMHC and the Purchaser may seek an appropriate protective order or waive compliance with the provisions of this Section 5.07. If, in the absence of a protective order or the receipt of a waiver hereunder, the Seller, the Owners or their Affiliates are, on the advice of counsel, compelled to disclose any Confidential Information of the Seller or the Business to any tribunal or else stand liable for contempt, they may disclose such Confidential Information of the Seller or the Business to the tribunal; provided, however, that the Seller shall use its commercially reasonable efforts to obtain, at the request of NMHC and the Purchaser, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information of the Seller or the Business required to be disclosed as NMHC and the Purchaser shall designate. The foregoing provisions shall not apply to any Confidential Information of the Seller or the Business that is generally available to the public immediately prior to the time of disclosure.
Confidentiality Obligations of the Parties. The confidentiality obligations of the parties from the time of the execution of this Agreement are contained in EXHIBIT A.
Confidentiality Obligations of the Parties. Each of the Parties shall maintain the utmost confidentiality and not use for any purposes other than for purposes set out herein, the contents of this Agreement and any other information exchanged between the Parties, provided however nothing contained herein shall affect the ability of the Parties to make disclosure to any governmental authority or any other Person under the provisions of applicable law. Nothing in this Clause shall restrict any Party from disclosing Confidential Information for the following purposes:
Confidentiality Obligations of the Parties. Each of Subcontractor and ALERE (each, a "Receiving Party") receiving or having access to Confidential Information of the other Party (or in Subcontractor's case, the Confidential Information of Tufts) (the "Disclosing Party") shall use commercially reasonable efforts to protect and maintain the confidentiality and, to the extent applicable, proprietary character, of such Disclosing Party's Confidential Information by, among other things: (i) treating such information with at least the same standard of care and protection that the Receiving Party accords its own Confidential Information, which shall be no less than a commercially reasonable standard; (ii) using great care in the assignment of personnel and contractors who have access to Confidential Information and obtaining the written agreement of all such personnel and contractors to take all reasonable precautions to prevent unauthorized use or disclosure thereof; (iii) not using, disclosing or exploiting such Confidential Information except as reasonably necessary to perform its duties and obligations under a SOW or this Agreement; and (iv) complying with any Laws and Regulations applicable to the Confidential Information, including following directives or recommendations from Governmental Authorities exercising jurisdiction over, or Accreditation Organizations adopting standards for ALERE, Tufts, the Health Plans, the Services or the Service Location(s). Furthermore, no Receiving Party shall disclose, publish, release, transfer or otherwise make available Confidential Information of the Disclosing Party in any form whatsoever to, or for the use or benefit of, the Receiving Party or a Third Party without the Disclosing Party's prior written consent; provided, however, that a Receiving Party may disclose relevant aspects of the Disclosing Party's Confidential Information to the Receiving Party's officers, agents, subcontractors and employees and to the officers, agents, subcontractors and employees of its Affiliates to the extent that such disclosure is reasonably necessary for the performance of the Receiving Party's duties and obligations under this Agreement; provided, further, that the Receiving Party shall take all reasonable measures to ensure that Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of this DMSA by such Persons; and provided, further, that the Receiving Party shall be responsible for any breach of the provisions of th...
Confidentiality Obligations of the Parties. (1) Herewith COMPANY undertakes towards XXXXX-HYDRAULIK group (affiliated companies) to keep secret and confidential all business secrets of XXXXX-HYDRAULIK which have become known to COMPANY in the course of the cooperation between the Parties and not to use such business secrets for its own commercial purposes outside the frame of the Project described above between XXXXX-HYDRAULIK and COMPANY. COMPANY indemnifies XXXXX- HYDRAULIK for all damages arising out of the breach of this confidentiality agreement.
(2) Herewith XXXXX-HYDRAULIK undertakes towards COMPANY to keep secret and confidential all business secrets of COMPANY which have become known to XXXXX-HYDRAULIK in the course of the cooperation between the Parties and not to use such business secrets for its own commercial purposes outside the frame of the Project described above between XXXXX- HYDRAULIK and COMPANY. XXXXX-HYDRAULIK indemnifies COMPANY for all damages arising out of the breach of this confidentiality agreement.
(3) Both parties shall have the right to provide their respective subsidiaries and affiliated companies in the sense of § 15 ff AktG (German Stock Corporation Act) with confidential information received from the other party as far as necessary or useful for the cooperation between the parties. The parties guarantee that their respective subsidiaries and affiliated companies in the sense of § 15 ff AktG (German Stock Corporation Act) shall comply with the secrecy obligations under this agreement.
(4) If, as part of the collaboration, it becomes necessary to pass on the information affected by this NDA to third parties (e.g. sub-suppliers), the company must ensure that confidentiality is consistently guaranteed even in such cases. The justified transfer of information must be aligned in advance or generally specified for a group of sub-suppliers/service providers/third parties.
Confidentiality Obligations of the Parties. The Parties shall treat as strictly confidential all information received or obtained, as a result of entering into or performing this Agreement, including information relating to:
Confidentiality Obligations of the Parties. Each party will hold, and will cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all documents and information concerning the other party obtained from the other party either before or after the date of this Agreement in accordance with the terms of that certain Confidentiality Agreement, dated as of July 11, 2006, as amended, between the Purchaser and the Company.
Confidentiality Obligations of the Parties. Except as otherwise authorized under the PFA and except as otherwise provided for under the California Public Records Act, Each of Xxxx and Gensler and the Xxxx and Gensler Affiliates shall not use, copy, sell, transfer, publish, disclose, display, or otherwise make any of the County's Confidential Information available to any third party without the prior written consent
Confidentiality Obligations of the Parties. 9.1 Licensee shall receive and retain the Know-How and Improvements received pursuant to this Agreement in confidence and shall not publish or disclose the same to any third party (other than Vendors and third parties who manufacture, assemble or sell the Licensed Product on behalf of Licensee) without the prior written consent of Queens, except as may reasonably be required to use the Know-How or Improvements as contemplated hereby and except as may be required by any court of competent jurisdiction or governmental authority after all of Queens' rights to appeal or contest have either been exhausted or waived, or in the circumstance where the Know-How or Improvements have come into the public domain through no fault of Licensee or where Licensee obtained the Know-How or Improvement from a third party that has no obligation of confidentiality with respect thereto.
9.2 Queens shall receive and retain certain information labeled as "confidential" from Licensee in connection with the requirements and acts contemplated in this Agreement and shall not publish or disclose the same to any third party without the prior written consent of Licensee, except as may be required by any court of competent jurisdiction or governmental authority after all of Licensee's rights to appeal or contest have either been exhausted or waived, or in the circumstances where the confidential information has come into the public domain through no fault of Queens.
Confidentiality Obligations of the Parties. 11 9.1........................................................................11 9.2........................................................................11
