Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement. 8.2 The following information shall not be deemed part of the Confidential Information: (a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents; (b) any information entering the public domain not attributable to the fault of the Party receiving the information; or (c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information. 8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8. 8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 19 contracts
Samples: Exclusive Call Option Agreement (Jupai Holdings LTD), Exclusive Call Option Agreement (Jupai Holdings LTD), Exclusive Call Option Agreement (Leju Holdings LTD)
Confidentiality Obligations. 8.1 Regardless Notwithstanding the termination of whether this Agreement is terminated or notAgreement, each Party shall be obliged to keep strictly confidential all in strict confidence the business trade secrets, proprietary and customer information, customer information and all other information of a which are confidential in nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”)) of other Parties acquired during the entering into and performance of this Agreement. Unless a The receiving party of the Confidential Information shall not disclose any Confidential Information to any third parties unless it has obtained the prior written consent is obtained from of the Party disclosing the Confidential Information (the “Disclosing Party”) Information, or unless it is required to be disclosed to third parties according to the stipulation of by relevant laws and regulations or the requirement requirements of the place where its a Party’s affiliate is listed on a stock exchange, the Party listed. The receiving party of the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any use, directly or indirectly, such Confidential Information for purposes other than for the purpose of performing its obligations under this Agreement.
8.2 The following information Confidential Information shall not be deemed part of the Confidential Informationinclude any information which:
(a) any information that has been lawfully acquired as shown by written evidence, was rightfully known to the receiving Party before as evidenced by written documentsparty previously;
(b) any information entering enters the public domain not attributable to the through no fault of the Party receiving the informationparty; or
(c) any information lawfully is rightfully acquired by the Party receiving the information through party from other sources after its subsequent to the receipt of such informationthe Confidential Information.
8.3 For purpose of performing this Agreement, the Receiving Party The receiving party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. Howeverit retains, the Receiving Party provided that it shall ensure that the aforesaid such persons shall comply with the terms and conditions of this Agreement and the receiving party shall be liable for the breach of any relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for Agreement by any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision hereinanything to the contrary in this Agreement, the effect of this Article 8 shall not be affected by survive the termination of this Agreement.
Appears in 7 contracts
Samples: Shareholder Voting Proxy Agreement (Huami Corp), Shareholder Voting Proxy Agreement (Huami Corp), Shareholder Voting Proxy Agreement (YX Asset Recovery LTD)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information Each party (the “Receiving Party”) shall not disclose acknowledges that in connection with this Agreement it will gain access to any third Confidential Information of the other party any (the “Disclosing Party”). As a condition to being furnished with Confidential Information. The , the Receiving Party shall not use any Confidential Information other than for agrees, during the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential InformationTerm and all times thereafter, to:
(a) any information that has been lawfully acquired by not use the receiving Party before Disclosing Party’s Confidential Information other than as evidenced by written documents;strictly necessary to exercise its rights and perform its obligations under this Agreement; and
(b) any information entering maintain the public domain Disclosing Party’s Confidential Information in strict confidence and, subject to Section 8.2, not attributable to disclose the fault of Disclosing Party’s Confidential Information without the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this AgreementDisclosing Party’s prior written consent, provided, however, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, Representatives who:
(i) have a “need to know” for purposes of the Receiving Party shall ensure that the aforesaid persons shall comply Party’s performance, or exercise of its rights with the relevant terms and conditions respect to such Confidential Information, under this Agreement;
(ii) have been apprised of this Article restriction; and
(iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Section 8. In addition, provided further that the Receiving Party shall be responsible for ensuring its Representatives’ compliance with, and shall be liable for any liability incurred breach by its Representatives of, this Section 8. The Receiving Party shall use reasonable care, at least as a result of such persons’ breach of protective as the relevant terms and conditions of this Article 8efforts it uses with respect to its own confidential information, to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 6 contracts
Samples: License Agreement (Altitude International, Inc), License Agreement (Titan Computer Services Inc.), License Agreement (Titan Computer Services Inc.)
Confidentiality Obligations. 8.1 Regardless 8.1. Irrespective of whether this Agreement is terminated or nothas been terminated, each Party of the Parties shall keep strictly confidential all maintain in strict confidence the business secrets, proprietary information, customer information and all any other information of a confidential nature about of the other Parties known by it coming into its knowledge during the execution entry into and performance of this Agreement (collectively, the “Confidential Information”). Unless a Except where prior written consent is has been obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it where disclosure to a third party is required to be disclosed to third parties according to the stipulation of mandated by relevant laws and or regulations or by the requirement rules of the place where of listing of a Party or its affiliate is listed on a stock exchangeaffiliate, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose any Confidential Information to any third party any party; the Party receiving the Confidential Information. The Receiving Party Information shall not use use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.
8.2 8.2. The following information shall not be deemed part of constitute the Confidential Information:
(a) any information that which, as shown by written evidence, has previously been lawfully acquired by known to the receiving Party before as evidenced by written documents;way of legal means; or
(b) any information entering which enters the public domain not attributable to the other than as a result of a fault of the Party receiving the informationParty; or
(c) any information lawfully acquired by the receiving Party receiving from another source subsequent to the information through other sources after its receipt of such relevant information.
8.3 For purpose of performing this Agreement, the Receiving 8.3. A receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. Howeverits appointed professionals, the Receiving provided that such receiving Party shall ensure that the aforesaid such persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party Agreement and that it shall be responsible for assume any liability incurred as a result arising out of any breach by such persons’ breach persons of the relevant terms and conditions of this Article 8Agreement.
8.4 8.4. Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article Section 8 shall not be affected by the any termination of this Agreement.
Appears in 4 contracts
Samples: Proxy Agreement, Shareholders’ Voting Rights Proxy Agreement (Baozun Inc.), Proxy Agreement (Alibaba Group Holding LTD)
Confidentiality Obligations. 8.1 Regardless 6.1 Irrespective of whether this Agreement is terminated or nothas been terminated, each of Party A and Party B shall keep strictly confidential all maintain in strict confidence the business secrets, proprietary information, customer information Customer Information and all any other information of a confidential nature about of the other Parties known by it Party coming into its knowledge during the execution entry into and performance of this Agreement (collectively, the “Confidential Information”). Unless a Except where prior written consent is has been obtained from the other Party disclosing the Confidential Information (the “Disclosing Party”) or unless it where disclosure to a third party is required to be disclosed to third parties according to the stipulation of mandated by relevant laws and or regulations or the requirement of the place where its affiliate is listed on a stock exchangelisting rules, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose any Confidential Information to any third party any party; the Party receiving the Confidential Information. The Receiving Party Information shall not use use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.
8.2 6.2 The following information shall not be deemed part of constitute the Confidential Information:
(a) any information that which, as shown by written evidence, has previously been lawfully acquired by known to the receiving Party before as evidenced by written documentsway of legal means;
(b) any information entering which enters the public domain not attributable to the other than as a result of a fault of the Party receiving the informationParty; or
(c) any information lawfully acquired by the receiving Party receiving from another source subsequent to the information through other sources after its receipt of such relevant information.
8.3 For purpose of performing this Agreement, the Receiving 6.3 A receiving Party may disclose the Confidential Information to its relevant employees, agents or its appointed professionals retained by it. However, the Receiving provided that such receiving Party shall ensure that the aforesaid such persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party Agreement and that it shall be responsible for undertake any liability incurred as a result arising out of any breach by such persons’ breach persons of the relevant terms and conditions of this Article 8Agreement.
8.4 6.4 Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article 8 Section shall not be affected by the any termination of this Agreement.
Appears in 4 contracts
Samples: Exclusive Technical Service Agreement (Tencent Music Entertainment Group), Exclusive Technical Service Agreement (Tencent Music Entertainment Group), Exclusive Technical Service Agreement (Tencent Music Entertainment Group)
Confidentiality Obligations. 8.1 Regardless 6.1. Notwithstanding the termination of whether this Agreement is terminated or notAgreement, each of Party A and Party B shall keep strictly confidential all the maintain in strict confidence business secrets, proprietary information, customer information and all any other information of a confidential nature about of the other Parties known by it Party coming into its knowledge during the execution conclusion and performance of this Agreement (collectively, collectively the “Confidential Information”). Unless a Except with prior written consent is obtained from the Party disclosing such Confidential information or to the extent required to disclose to a third party by relevant laws or regulations or requirements of the listing venue of an affiliate, no Party receiving the Confidential Information (the “Disclosing Party”) or unless it is required shall disclose any Confidential Information to be disclosed to any third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, party; the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use use, directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.
8.2 6.2. The following information shall not be deemed part of constitute the Confidential Information:
(a) any information that which, as shown by written evidence, has been lawfully acquired by previously become known to the receiving Party before as evidenced by written documents;lawful means; or
(b) any information entering the which enters public domain not attributable to the fault other than as a result of the Party receiving the informationParty’s fault; or
(c) any information lawfully acquired by the receiving Party receiving the information through other sources after from another source subsequent to its receipt of such informationthereof hereunder.
8.3 For purpose of performing this Agreement, the Receiving 6.3. The receiving Party may disclose the Confidential Information to its relevant employeesemployees or agents to the professionals engaged by such Party, agents or professionals retained by it. However, the Receiving provided that such receiving Party shall ensure that the aforesaid such persons shall comply with the relevant terms and conditions of this Article 8. In additionAgreement, the Receiving Party and shall be responsible for assume any liability incurred as a result arising out of any breach by such persons’ breach of the relevant terms and conditions of this Article 8persons thereof.
8.4 6.4. Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article 8 Section shall not be affected by the suspension or termination of this Agreement.
Appears in 3 contracts
Samples: Exclusive Services Agreement (BEST Inc.), Exclusive Services Agreement (BEST Inc.), Exclusive Technical Services Agreement (BEST Inc.)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or notterminated, each Party the parties shall keep strictly confidential all the business other parties’ trade secrets, proprietary information, customer information and all other information of a confidential nature about the (hereinafter referred to as “Confidential Information”) of any other Parties known by it party obtained during the execution entering into and performance of this Agreement (collectively, strictly confidential. The party receiving the “Confidential Information”). Unless a Information shall not disclose the Confidential Information to any other third party except for the prior written consent is obtained from of the Party party disclosing the Confidential Information (or disclosure as required by the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or as well as the requirement rules of the place listing exchange where its the affiliate of a party is listed on a stock exchange, the Party listed. The party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any or indirectly use the Confidential Information other than Information, except for the purpose of performing this Agreement.
8.2 The following information shall is not be deemed part of the Confidential Informationconfidential:
(a) any information that has been lawfully acquired previously known by the party receiving Party before the information through legal means as evidenced proved by written documentsdocumentary evidence;
(b) any information entering that enters the public domain field not attributable due to the fault of the Party party receiving the information; or
(c) any information lawfully acquired legally obtained by the Party party receiving the information through from other sources after its receipt of such informationreceiving.
8.3 For purpose of performing this Agreement, The party receiving the Receiving Party information may disclose the Confidential Information to its relevant employees, employees and agents concerned or professionals retained by it. Howeverit hired; nevertheless, the Receiving Party party receiving the information shall ensure that the aforesaid above persons shall comply with the relevant terms and conditions of this Article 8. In additionAgreement, the Receiving Party and shall be responsible for assume any liability incurred as a result of such persons’ breach arising from the violation of the relevant terms and conditions of this Article 8Agreement by the above persons.
8.4 Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of the provisions of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 3 contracts
Samples: Voting Proxy Agreement (Viomi Technology Co., LTD), Voting Proxy Agreement (Viomi Technology Co., LTD), Voting Proxy Agreement (Viomi Technology Co., LTD)
Confidentiality Obligations. 8.1 Regardless 6.1 Within the term of whether this Agreement is terminated or notAgreement, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information (the “Customer Information”) and all other related materials in connection with Party B’s Business and Services provided by Party A shall be owned by Party A.
6.2 Notwithstanding the termination of this Agreement, the Parties shall be obliged to keep in strict confidence the trade secrets and proprietary information of a confidential nature about the other Parties known by it Party acquired during the execution and performance of this Agreement Agreement, the Customer Information jointly owned by both Parties and any non-public information of the other Party (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation The receiving party of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information or any part thereof to any third party any Confidential Informationparties unless it obtains prior written consent of the other Party, or required by relevant laws and regulations or requirements of relevant stock exchange. The Receiving Party shall may not use any use, directly or indirectly, such Confidential Information or any part thereof for purposes other than for the purpose of performing its obligations under this Agreement.
8.2 6.3 The following information shall not be deemed part of the constitute Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before which, as evidenced shown by written documentsevidence, has previously been known to the Receiving Party;
(b) any information entering which enters the public domain not attributable due to the fault of the Receiving Party receiving or is known by the informationpublic for other reasons; or
(c) any information lawfully acquired by the Receiving Party receiving from another source subsequent to the information through other sources after its receipt of such relevant information.
8.3 For purpose of performing this Agreement, the 6.4 The Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained it retains, but shall secure that the above persons should be bound by it. Howeverthis Agreement, keep the Confidential Information confidential, and use such Confidential Information solely for the purpose of performing this Agreement.
6.5 Upon termination of this Agreement, the Receiving Party of the Confidential Information shall ensure return any and all documents, information or software containing any such Confidential Information to the original owner or provider of such Confidential Information; or with prior consent of the original owner or provider, destroy and delete all of such Confidential Information from any electronic device, and cease to use it in all circumstances.
6.6 The Parties agree that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In additionshall survive the amendment, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the expiration or termination of this Agreement.
Appears in 3 contracts
Samples: Exclusive Consulting and Services Agreement, Exclusive Consulting and Services Agreement (ZTO Express (Cayman) Inc.), Exclusive Consulting and Services Agreement (ZTO Express (Cayman) Inc.)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all 8.2.1 As regards to the business secrets, proprietary information, customer information data and all other information of a confidential nature about Disclosing Party provides to the other Parties known by it during the execution and performance of this Agreement (collectively, the “Research Program as Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that not disclose such data and information to any third party, other than an Affiliate who shall undertake an obligation of confidentiality not less restrictive than the aforesaid persons shall comply with the relevant terms and conditions obligation of this Article 8Agreement. In addition, Confidential Information shall not include data or information which:
(1) the Receiving Party shall be responsible for any liability incurred is required to provide by law or under a court or other administrative agency ruling,
(2) is known to the Receiving Party as a result of such persons’ breach of the relevant terms and conditions date of disclosure, are independently developed by the Receiving Party, or lawfully come into its possession from another source,
(3) is already or becomes a part of the public domain, except where an act or omission of the Receiving Party or its representative(s) breached this Article 8Agreement
(4) is acquired independently from a third party that has the right to disseminate such information at the time it is acquired, or
(5) have been published in patent applications, as provided in Section 8.5., or
(6) are not disclosed in writing with language adequate to provide notice that the disclosure is intended to be kept confidential, or reduced to such writing within thirty (30) days of disclosure.
8.4 Notwithstanding any other provision herein8.2.2 Such Confidential Information may be disclosed to a consultant, agent or contractor of a Receiving Party, so long as the effect Receiving Party ensures that such consultant, agent or contractor undertakes an obligation of this Article 8 shall confidentiality not be affected by less restrictive than the termination obligation of this Agreement. The obligation of Confidentiality as to any such Confidential Information shall terminate five (5) years from the date of receipt of such Confidential Information or three (3) years from the termination date of this Agreement, whichever is later.
8.2.3 It is the responsibility of the Receiving Party to ensure adequate training and education of their employees regarding the terms of these confidentiality provisions.
Appears in 3 contracts
Samples: Research Participation Agreement, Research Participation Agreement, Research Participation Agreement
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party any of the Parties shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it parties coming into its knowledge during the execution and performance of this Agreement (collectively, hereinafter collectively referred to as the “Confidential Information”). Unless a prior written consent is obtained from the Party party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its a Party’s affiliate is listed on a stock exchangelisted, the Party party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any other third party any Confidential Information. The Receiving Party party receiving the Confidential Information shall not use or indirectly use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the party receiving Party the information before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party party receiving the information; or
(c) any information lawfully acquired by the Party party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, The party receiving the Receiving Party information may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party party receiving the information shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In additionAgreement, the Receiving Party and shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8Agreement.
8.4 Notwithstanding any other provision provisions herein, the effect of this Article 8 article shall not be affected by the termination of this Agreement.
Appears in 3 contracts
Samples: Exclusive Option Agreement (Viomi Technology Co., LTD), Exclusive Option Agreement (Viomi Technology Co., LTD), Exclusive Option Agreement (Viomi Technology Co., LTD)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third 11.1 Each party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Informationmust:
(a) any information that has been lawfully acquired by keep the receiving Party before as evidenced by written documentsother party’s Confidential Information strictly confidential;
(b) use other party’s Confidential information only for carrying out its obligations and exercising its rights under this Agreement;
(c) use the same degree of care to protect the confidentiality of the Confidential Information as it Provider uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;
(d) not use any information entering of the public domain not attributable Confidential Information for any other purpose.
11.2 Notwithstanding Clause 11.1, each party may disclose the other party’s Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.
11.3 This Clause 11 imposes no obligations upon a party with respect to the fault other partys’ Confidential Information that:
(a) is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Party receiving the informationother party; or
(c) any information lawfully acquired is obtained by the Party receiving other party from a third party in circumstances where the information through other sources after its receipt party has no reason to believe that there has been a breach of such informationan obligation of confidentiality.
8.3 For purpose of performing 11.4 The restrictions in this Agreement, Clause 11 do not apply to the Receiving Party may disclose the extent that any Client Confidential Information is required to its relevant employeesbe disclosed by any law or regulation, agents by any judicial or professionals retained by it. Howevergovernmental order or request, or pursuant to disclosure requirements relating to the Receiving Party shall ensure that listing of the aforesaid persons shall comply with the relevant terms and conditions stock of a party on any recognised stock exchange.
11.5 The provisions of this Article 8. In addition, Clause 11 shall continue in force indefinitely following the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions termination of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by Agreement following the termination of this Agreement.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Confidentiality Obligations. 8.1 Regardless (a) Subject to Section 2.1(c) below the Disclosing Party agrees to make available to the Recipient, all information reasonably requested by the Recipient, in relation to the area more fully described in Schedule I, for the Purpose.
(b) The Recipient acknowledges that any use of whether Confidential Information received by the Recipient, if used by the Recipient for any purpose other than the Purpose agreed in this Agreement is terminated or notAgreement, each could materially and adversely affect the Disclosing Party shall keep strictly confidential all and result in significant losses for the business secrets, proprietary information, customer information and all other information of a confidential nature about Disclosing Party.
(c) Having understood the other Parties known by it during the execution and performance of this Agreement (collectivelyabove, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing Recipient agrees and undertakes that it shall:
i) treat the Confidential Information (provided to it by the “Disclosing Party”Party as confidential and not disclose such information, to any Person other than as permitted under this Agreement;
ii) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving use the Confidential Information (solely for the “Receiving Party”) shall Purpose agreed in this Agreement and not disclose to for any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than purpose, including without limitation, for the purpose of performing furtherance of the Recipient’s business or business interests;
iii) make all inquiries and other communications in relation to and on the basis of the Confidential Information on a confidential basis directly to the Disclosing Party or agents of the Disclosing Parties specified by it to the Recipient in writing. Accordingly, the Recipient agrees not to directly or indirectly contact or communicate with any Person other than the Disclosing Party or an authorized agent of the Disclosing Party in relation to the Confidential Information or to seek any information in connection therewith from such Person, without the express written consent of the Disclosing Party;
iv) strictly adhere to all the terms of this Agreement and apply no lesser security measures to protection of the Confidential Information than it applies to its own confidential information; ; and
v) not make any statement or announcement to any third parties about the Purpose or the arrangements contained in this Agreement, except as otherwise permitted by this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 2 contracts
Samples: Confidentiality Agreement, Confidentiality Agreement
Confidentiality Obligations. 8.1 Regardless 6.1. During the term of this Agreement, all customer information and other relevant documents with respect to Party A Business and the Services provided by Party B (“Customer Information”) shall be jointly owned by the Parties.
6.2. Irrespective of whether this Agreement is terminated or nothas been terminated, each of Party A and Party B shall keep strictly confidential all maintain in strict confidence the business secrets, proprietary information, customer information jointly-owned Customer Information and all any other information of a confidential nature about of the other Parties known by it Party coming into its knowledge during the execution entry into and performance of this Agreement (collectively, the “Confidential Information”). Unless a Except where prior written consent is has been obtained from the other Party disclosing the Confidential Information (the “Disclosing Party”) or unless it where disclosure to a third party is required to be disclosed to third parties according to the stipulation of mandated by relevant laws and or regulations or the requirement of the place where its affiliate is listed on a stock exchangelisting rules, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose any Confidential Information to any third party any party; the Party receiving the Confidential Information. The Receiving Party Information shall not use use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.
8.2 6.3. The following information shall not be deemed part of constitute the Confidential Information:
(a) any information that which, as shown by written evidence, has previously been lawfully acquired by known to the receiving Party before as evidenced by written documents;way of legal means; or
(b) any information entering which enters the public domain not attributable to the other than as a result of a fault of the Party receiving the informationParty; or
(c) any information lawfully acquired by the receiving Party receiving from another source subsequent to the information through other sources after its receipt of such relevant information.
8.3 For purpose of performing this Agreement, the Receiving 6.4. A receiving Party may disclose the Confidential Information to its relevant employees, agents or its appointed professionals retained by it. However, the Receiving provided that such receiving Party shall ensure that the aforesaid such persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party Agreement and that it shall be responsible for assume any liability incurred as a result arising out of any breach by such persons’ breach persons of the relevant terms and conditions of this Article 8Agreement.
8.4 6.5. Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article 8 Section shall not be affected by the any termination of this Agreement.
Appears in 2 contracts
Samples: Exclusive Technical Service Agreement (Alibaba Group Holding LTD), Exclusive Technical Service Agreement (Alibaba Group Holding LTD)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about concerning the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of in accordance with relevant laws laws, rules and regulations (including those of the United States Securities and Exchange Commission) or the requirement requirements of the place where its any affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before prior to entering into the Agreement as evidenced by other written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose purposes of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the all relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision contained herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 2 contracts
Samples: Exclusive Call Option Agreement (UTime LTD), Exclusive Call Option Agreement (Jakroo Inc.)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or notNotwithstanding the termination hereof, each Party shall keep strictly confidential all the business maintain strict confidentiality of trade secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”)) concerning the other Party that becomes known to it in the course of the formation and performance hereof. Unless a The Party receiving the Confidential Information shall not disclose any Confidential Information to any other third party except with prior written consent is obtained from of the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is Information, as required to be disclosed to third parties according to the stipulation of by relevant laws and regulations or the requirement of as requested to disclose to third parties by the place where its of listing of an affiliate is listed on a stock exchange, of one Party; and the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use or indirectly use any Confidential Information other than except for the purpose of performing this Agreementperformance hereof.
8.2 The following information shall does not be deemed part of the belong to Confidential Information:
(a) any Any information about which there is documentary evidence indicating that the recipient has been lawfully acquired by the receiving Party before as evidenced by written documentspreviously become aware through legal means;
(b) any Any information entering that has entered the public domain not attributable to the through no fault of the Party receiving the informationrecipient; or
(c) any Any information lawfully acquired obtained legally by the Party recipient from other channels after receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party The recipient may disclose the Confidential Information to its relevant employees, agents or professionals retained engaged by it. However, the Receiving Party shall ensure provided that the aforesaid recipient ensures that such persons shall comply with the relevant terms and conditions of this Article 8. In additionhereof, the Receiving Party shall be responsible for and assumes any liability incurred as a result of such persons’ arising from any breach of the relevant terms and conditions of this Article 8hereof by such persons.
8.4 Notwithstanding any other provision hereinhereof, the effect of this Article 8 provision shall not be affected by the termination of this Agreementhereof.
Appears in 2 contracts
Samples: Exclusive Option Agreement (Viomi Technology Co., LTD), Shareholder Voting Proxy Agreement (Viomi Technology Co., LTD)
Confidentiality Obligations. 8.1 6.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about concerning the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of in accordance with relevant laws laws, rules and regulations (including those of the United States Securities and Exchange Commission) or the requirement requirements of the place where its any affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 6.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Receiving Party before prior to entering into the Agreement as evidenced by other written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 6.3 If requested by either Party, the other Party shall return, destroy, or otherwise dispose of all documents, materials and software that contains or may contain any Confidential Information as requested, and promptly stop using such Confidential Information.
6.4 For purpose purposes of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the all relevant terms and conditions of this Article 8Article. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 86.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 2 contracts
Samples: Shareholder Voting Proxy Agreement (Global Mofy Metaverse LTD), Shareholder Voting Proxy Agreement (Global Mofy Metaverse LTD)
Confidentiality Obligations. 8.1 Regardless During the validity of whether this the Agreement is terminated or notand after termination of the Agreement, each Party the Parties shall keep strictly confidential all the business other Parties’ trade secrets, proprietary information, customer information and all other information of a confidential nature about the of any other Parties known by it during the execution and performance of this Agreement Party (collectively, the hereinafter referred to as “Confidential Information”)) obtained during the entering into and performance of the Agreement strictly confidential. Unless a The Party receiving the Confidential Information shall not disclose the Confidential Information to any other third party except for the prior written consent is obtained from of the Party disclosing the Confidential Information (or disclosure as required by the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or as well as the requirement rules of the place listing exchange where its the affiliate of a Party is listed on a stock exchange, the listed. The Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any or indirectly use the Confidential Information other than Information, except for the purpose of performing this the Agreement.
8.2 The following information shall is not be deemed part of the Confidential Informationconfidential:
(a1) any information that has been lawfully acquired previously known by the Party receiving Party before the information through legal means as evidenced proved by written documentsdocumentary evidence;
(b2) any information entering that enters the public domain not attributable due to the fault of the Party receiving the information; or
(c3) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, The Party receiving the Receiving Party information may disclose the Confidential Information to its relevant employees, employees and agents concerned or professionals retained by it. Howeverit hired; nevertheless, the Receiving Party receiving the information shall ensure that the aforesaid above persons shall comply with the relevant terms and conditions of this Article 8. In additionthe Agreement, the Receiving Party and shall be responsible for assume any liability incurred as a result of such persons’ breach arising from the violation of the relevant terms and conditions of this Article 8the Agreement by the above persons.
8.4 Notwithstanding any other provision hereinprovisions of the Agreement, the effect validity of the provisions of this Article 8 shall not be affected by the termination of this the Agreement.
Appears in 2 contracts
Samples: Shareholders’ Voting Rights Proxy Agreement (Boqii Holding LTD), Shareholders’ Voting Rights Proxy Agreement (Boqii Holding LTD)
Confidentiality Obligations. 8.1 Regardless 7.1 During the term of whether this the Agreement is terminated or notand upon the termination of the Agreement, each Party any of the Parties shall keep strictly confidential all the business trade secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it coming to its knowledge during the execution and performance of this the Agreement (collectively, hereinafter collectively referred to as the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its a Party’s affiliate is listed on a stock exchangelisted, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any other third party any Confidential Information. The Receiving Party receiving the Confidential Information shall not use or indirectly use any Confidential Information other than for the purpose of performing this the Agreement.
8.2 7.2 The following information shall not be deemed part of the Confidential Information:
(a1) any information that has been lawfully acquired previously known by the Party receiving Party before the information through legal means as evidenced proved by written documentsdocumentary evidence;
(b2) any information entering that enters the public domain not attributable due to the fault of the Party receiving the information; or
(c3) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, 7.3 The Party receiving the Receiving Party information may disclose the Confidential Information to its relevant employees, agents or professionals retained engaged by it. However, the Receiving Party receiving the information shall ensure that enter into confidentiality agreement or relevant commitment letter with the aforesaid persons shall to ensure that they comply with the relevant terms and conditions of this Article 8. In additionthe Agreement, the Receiving Party and shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8the Agreement.
8.4 7.4 Notwithstanding any other provision provisions herein, the effect of this Article 8 article shall not be affected by the termination of this the Agreement.
Appears in 2 contracts
Samples: Exclusive Call Option Agreement (Boqii Holding LTD), Exclusive Call Option Agreement (Boqii Holding LTD)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement The Parties are willing to disclose its Confidential Information to each other provided it is terminated or notagreed that the Parties shall, each Party shall during and after the Discussions:
2.1 receive and keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (in strictest confidence;
2.2 exercise the “Disclosing Party”) or unless it is required same degree of care to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the protect any Confidential Information that a Party receives as they exercise in relation to their own confidential information;
2.3 only use (and not copy) Confidential Information for the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party Discussions and in particular, shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to the detriment of the other Party or its relevant customers or suppliers) and not attempt to use the Confidential Information without the express knowledge and consent of the other Party;
2.4 only disclose Confidential Information to any person, firm or company not being a party to this agreement (or an officer, employee and /or advisor to such party) with the prior consent of the other Party or where necessary for the Discussions and then only on equivalent terms as to confidentiality as are set out in this agreement;
2.5 at the written request at any time of the other Party, promptly return or if so requested destroy all Confidential Information disclosed and shall delete all copies from any computer, word processor or other data processing device, using such method of deletion as is commensurate with the confidential nature of the material. The Parties shall be entitled to be given reasonable evidence of compliance with this sub-clause, including a certificate to that effect duly signed by the other Party; and
2.6 promptly notify the other Party if they become aware of any breach of confidence concerning the Confidential Information by their directors/partners, officers, employees, agents sub-contractors, agents, external or professionals retained by it. Howeverinternal auditors or professional advisors.
2.7 The Parties agree, warrant and indemnify the Receiving other Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In additionagainst any loss or penalty, the Receiving Party shall be responsible for any liability however incurred as a result of such persons’ breach consequence of the relevant other Party breaching any terms and conditions of this Article 8agreement.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 1 contract
Samples: Non Disclosure Agreement
Confidentiality Obligations. 8.1 Regardless 8.1. Irrespective of whether this Agreement is terminated or nothas been terminated, each Party of the Parties shall keep strictly confidential all maintain in strict confidence the business secrets, proprietary information, customer information and all any other information of a confidential nature about of the other Parties known by it coming into its knowledge during the execution entry into and performance of this Agreement (collectively, the “Confidential Information”). Unless a Except where prior written consent is has been obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it where disclosure to a third party is required to be disclosed to third parties according to the stipulation of mandated by relevant laws and or regulations or by the requirement rules of the place where of listing of a Party or its affiliate is listed on a stock exchangeaffiliate, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose any Confidential Information to any third party any party; the Party receiving the Confidential Information. The Receiving Party Information shall not use use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.
8.2 8.2. The following information shall not be deemed part of constitute the Confidential Information:
(a) any information that which, as shown by written evidence, has previously been lawfully acquired by known to the receiving Party before as evidenced by written documents;way of legal means; or
(b) any information entering which becomes available in the public domain not attributable to the other than as a result of a fault of the Party receiving the informationParty; or
(c) any information lawfully acquired by the receiving Party receiving from another source subsequent to the information through other sources after its receipt of such relevant information.
8.3 For purpose of performing this Agreement, the Receiving 8.3. A receiving Party may disclose the Confidential Information to its relevant employees, agents or its engaged professionals retained by it. However, the Receiving provided that such receiving Party shall ensure that the aforesaid such persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party Agreement and that it shall be responsible for assume any liability incurred as a result arising out of any breach by such persons’ breach persons of the relevant terms and conditions of this Article 8Agreement.
8.4 8.4. Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article Section 8 shall not be affected by the any termination of this Agreement.
Appears in 1 contract
Confidentiality Obligations. 8.1 Regardless 6.1 Irrespective of whether this Agreement is terminated or nothas been terminated, each Party of the Parties shall keep strictly confidential all maintain in strict confidence the business secrets, proprietary information, customer information and all other information of a confidential nature about of the other Parties known by it Party coming into its knowledge during the execution entry into and performance of this Agreement (collectively, the “Confidential Information”). Unless a Except where prior written consent is has been obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it where disclosure to a third party is required to be disclosed to third parties according to the stipulation of mandated by relevant laws and or regulations or by the requirement rules of the place where its of listing of an affiliate is listed on of a stock exchangeParty, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose any Confidential Information to any third party any party; the Party receiving the Confidential Information. The Receiving Party Information shall not use use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.
8.2 6.2 The following information shall not be deemed part of constitute the Confidential Information:
(a) any information that which, as shown by written evidence, has previously been lawfully acquired by known to the receiving Party before as evidenced by written documentsway of legal means;
(b) any information entering which enters the public domain not attributable to the other than as a result of a fault of the Party receiving the informationParty; or
(c) any information lawfully acquired by the receiving Party receiving from another source subsequent to the information through other sources after its receipt of such relevant information.
8.3 For purpose of performing this Agreement, the Receiving 6.3 A receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. Howeverits appointed professionals, the Receiving provided that such receiving Party shall ensure that the aforesaid such persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party Agreement and that it shall be responsible for assume any liability incurred as a result arising out of any breach by such persons’ breach persons of the relevant terms and conditions of this Article 8Agreement.
8.4 6.4 Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article 8 article shall not be affected by the any termination of this Agreement.
Appears in 1 contract
Samples: Exclusive Services Agreement (Alibaba Group Holding LTD)
Confidentiality Obligations. 8.1 Regardless 7.1 During the term of whether this the Agreement is terminated or notand upon the termination of the Agreement, each Party any of the Parties shall keep strictly confidential all the business trade secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it coming to its knowledge during the execution and performance of this the Agreement (collectively, hereinafter collectively referred to as the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its a Party’s affiliate is listed on a stock exchangelisted, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any other third party any Confidential Information. The Receiving Party receiving the Confidential Information shall not use or indirectly use any Confidential Information other than for the purpose of performing this the Agreement.
8.2 7.2 The following information shall not be deemed part of the Confidential Information:
(a1) any information that has been lawfully acquired previously known by the Party receiving Party before the information through legal means as evidenced proved by written documentsdocumentary evidence;
(b2) any information entering that enters the public domain not attributable due to the fault of the Party receiving the information; or
(c3) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, 7.3 The party receiving the Receiving Party information may disclose the Confidential Information to its relevant employees, agents or professionals retained engaged by it. However, the Receiving Party receiving the information shall ensure that enter into confidentiality agreement or relevant commitment letter with the aforesaid persons shall to ensure that they comply with the relevant terms and conditions of this Article 8. In additionthe Agreement, the Receiving Party and shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8the Agreement.
8.4 7.4 Notwithstanding any other provision provisions herein, the effect of this Article 8 article shall not be affected by the termination of this the Agreement.
Appears in 1 contract
Samples: Exclusive Call Option Agreement (Boqii Holding LTD)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or notTo facilitate any activities hereunder, each a Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of (a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according may provide to the stipulation of relevant laws and regulations other Party (a “receiving Party”), or the requirement of the place where its affiliate is listed on a stock exchange, the Party (in this case a “receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any may otherwise through activities contemplated by the Agreement come into possession of Confidential Information. The Receiving A disclosing Party shall take reasonable measures to identify confidential information and material provided by it to the other Party with a “CONFIDENTIAL” or “TRADE SECRET” marking or similar notation. For clarity: Xxxxxxx shall be deemed a disclosing Party with respect to the information contained in the Research Program updates, Development reports, annual Commercialization reports, and all Know-How data and other information from the Research Program, and the Development and Commercialization of Subject mAb2 and Products in exploitation or support of Xxxxxxx’x Licenses (including as discussed at any meeting or disclosed in any report provided to F-star hereunder), and Product IP, and such information shall be treated as Xxxxxxx’x Confidential Information hereunder; and F-star shall be deemed a disclosing Party with respect to Fcab Platform IP and such information shall be treated as F-star’s Confidential Information hereunder. During the applicable period of confidentiality specified in Section 13.2 below, each receiving Party shall, and shall cause its Affiliates and its and their respective officers, directors, employees, consultants, contractors and agents to, keep confidential and not use publish or otherwise disclose to a Third-Party and not use, directly or indirectly, for any purpose, 5209973 v18 any Confidential Information other than for furnished or otherwise made known to it, directly or indirectly, by the purpose disclosing Party, except to the extent such disclosure or use is expressly permitted by the terms of performing this the Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 1 contract
Samples: License and Collaboration Agreement (F-Star Therapeutics, Inc.)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information Each party (the “Receiving Party”) shall not disclose acknowledges that in connection with this Agreement it will gain access to any third Confidential Information of the other party any (the “Disclosing Party”). As a condition to being provided with Confidential Information. The , the Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Informationshall:
(a) any information that has been lawfully acquired by not use the receiving Party before Disclosing Party's Confidential Information other than as evidenced by written documents;necessary to exercise its rights and perform its obligations under this Agreement; and
(b) any information entering maintain the public domain Disclosing Party's Confidential Information in strict confidence and, subject to Section 8.2, not attributable to disclose the fault of Disclosing Party's Confidential Information without the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this AgreementDisclosing Party's prior written consent, provided, however, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, Representatives who:
(i) have a need to know the Confidential Information for purposes of the Receiving Party shall ensure that Party's performance, or exercise of its rights concerning the aforesaid persons shall comply with the relevant terms and conditions Confidential Information, under this Agreement;
(ii) have been apprised of this Article 8. In additionrestriction; and
(iii) are themselves bound by written non-disclosure and non-use agreements at least as restrictive as those set forth in this Section 8.1, provided further that the Receiving Party shall be responsible for ensuring its Representatives' compliance with, and shall be liable for any liability incurred breach by its Representatives of, this Section 8.1. The Receiving Party shall use reasonable care, at least as a result of such persons’ breach of protective as the relevant terms and conditions of this Article 8efforts it uses for its own confidential information, to safeguard the Disclosing Party's Confidential Information from use or disclosure other than as permitted hereby.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 1 contract
Samples: Exclusive License Agreement (Anixa Biosciences Inc)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement The Parties are willing to disclose its Confidential Information to each other provided it is terminated or notagreed that the Parties shall, each Party shall during and after the Discussions:
2.1 receive and keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (in strictest confidence;
2.2 exercise the “Disclosing Party”) or unless it is required same degree of care to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the protect any Confidential Information that a Party receives as they exercise in relation to their own confidential information;
2.3 only use (and not copy) Confidential Information for the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party Discussions and in particular, shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to the detriment of the other Party or its relevant customers or suppliers) and not attempt to use the Confidential Information without the express knowledge and consent of the other Party;
2.4 only disclose Confidential Information to any person, firm or company not being a party to this agreement (or an officer, employee and /or advisor to such party) with the prior consent of the other Party or where necessary for the Discussions and then only on equivalent terms as to confidentiality as are set out in this agreement;
2.5 at the written request at any time of the other Party, promptly return or if so requested destroy all Confidential Information disclosed and shall delete all copies from any computer, word processor or other data processing device, using such method of deletion as is commensurate with the confidential nature of the material. The Parties shall be entitled to be given reasonable evidence of compliance with this sub-clause, including a certificate to that effect duly signed by the other Party; and
2.6 promptly notify the other Party if they become aware of any breach of confidence concerning the Confidential Information by their directors/partners, officers, employees, agents sub-contractors, agents, external or professionals retained by it. Howeverinternal auditors or professional advisors.
2.7 The Parties agree, warrant and indemnify the Receiving other Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In additionagainst any loss or penalty, the Receiving Party shall be responsible for any liability however incurred as a result of such persons’ breach consequence of the relevant other Party breaching any terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect agreement. The extent of this Article 8 warranty and indemnity shall not be affected limited to the value of any commercial undertakings including contracts quotations or other contractual commitments made by the termination of this AgreementParty in default.
Appears in 1 contract
Samples: Non Disclosure Agreement
Confidentiality Obligations. 8.1 Regardless of whether this 9.1 Whether the Agreement is has been terminated or not, each Party the parties shall keep strictly confidential all the business trade secrets, proprietary information, customer information and all other information of a confidential nature about (collectively the “Confidential Information”) of the other Parties known by parties that it has learned during the execution and performance of this Agreement (collectively, the “Confidential Information”)Agreement. Unless a Except with the prior written consent is obtained from the Party disclosing of the Confidential Information owner or disclosed to a third party as required by the relevant laws, regulations or listing rules (including but not limited to the “Disclosing Party”requirements of the relevant exchanges) or unless it is required to be disclosed to third parties according to by the stipulation judgment, award or order of relevant laws and regulations a court or arbitration tribunal or by the requirement order or decree of the place where its affiliate is listed on a stock exchangegovernment authority, the Party receiving the Confidential Information (the “Receiving Party”) party shall not disclose any Confidential Information to any other third party any Confidential Information. The Receiving Party and shall not use directly or indirectly any Confidential Information other than except for the purpose of performing this performance of the Agreement.
8.2 9.2 The following information shall is not be deemed part of the Confidential Information:
(a1) any Any information which has documentary evidence to prove that the receiving party has previously become lawfully aware of it;
(2) The information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering entered the public domain not attributable or otherwise become known to the public through no fault of the Party receiving the informationparty; or
(c3) any The information lawfully acquired obtained by the Party receiving party from other means after receiving the information through other sources after its receipt of such relevant information.
8.3 For purpose of performing this Agreement, the Receiving Party 9.3 The receiving party may disclose the Confidential Information confidential information to its relevant employees, agents or the professionals retained employed by it. Howeverthe receiving party, provided that the Receiving Party receiving party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party Agreement and shall be responsible for assume any liability incurred as a result of such persons’ arising from the breach of the relevant terms and conditions of this Article 8aforesaid persons.
8.4 9.4 Notwithstanding any other provision hereinof the Agreement, the effect validity of this Article 8 shall not be affected by the suspension or termination of this the Agreement.
Appears in 1 contract
Samples: Exclusive Option Agreement (LinkDoc Technology LTD)
Confidentiality Obligations. 8.1 Regardless of whether (a) Any Confidential Information shall be maintained in strict confidence by the Receiving Party. Except as provided in this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement Article 15 (collectivelyConfidentiality), the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use use, or disclose in any manner to any third party, Confidential Information other than of the Furnishing Party without the prior express written consent of the Furnishing Party. The obligation of confidentiality shall not be limited in time except to the extent the Receiving Party can establish one of the exceptions set forth in Article 15.2 (Exceptions) below by clear and convincing evidence.
(b) Access to and use of the Furnishing Party's Confidential Information shall be restricted to those employees and persons within the Receiving Party's organization (including its Consultants, attorneys, Subcontractors, shareholders, representatives, and Financing Entities) with a need to use such Confidential Information for the purpose of performing this Agreement.
8.2 Contract or any transaction contemplated hereby or, in the case of Customer, obtaining debt or equity financing. The following Receiving Party's Consultants, Subcontractors, shareholders and representatives and the Financing Entities may be included within the meaning of "persons within the Receiving Party's organization," provided that such persons have executed a non-disclosure or confidentiality agreement no less stringent than this Article 15 (Confidentiality). In addition, all information shall not provided is to be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable subject to the fault provisions of the Party receiving the information; orparagraph (c) below.
(c) any information lawfully acquired by Each Party shall use the Party receiving other's Confidential Information solely for the information through other sources after its receipt of such information.
8.3 For purpose of performing this AgreementContract or any transaction contemplated hereby or, in the Receiving Party may disclose the case of Customer, obtaining debt or equity financing.
(d) Data and Documentation shall be deemed Confidential Information and shall be subject to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions obligations of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 815 (Confidentiality) with respect thereto.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 1 contract
Confidentiality Obligations. 8.1 Regardless 6.1. Notwithstanding the termination of whether this Agreement is terminated or notAgreement, each of Party A and Party B shall keep strictly confidential all the maintain in strict confidence business secrets, proprietary information, customer information and all any other information of a confidential nature about of the other Parties known by it Party coming into its knowledge during the execution conclusion and performance of this Agreement (collectively, collectively the “Confidential Information”). Unless a Except with prior written consent is obtained from the Party disclosing such Confidential information or to the extent required to disclose to a third party by relevant laws or regulations or requirements of the listing venue of an affiliate, no Party receiving the Confidential Information (the “Disclosing Party”) or unless it is required shall disclose any Confidential Information to be disclosed to any third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, party; the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use use, directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement..
8.2 6.2. The following information shall not be deemed part of constitute the Confidential Information:
(a) any information that which, as shown by written evidence, has been lawfully acquired by previously become known to the receiving Party before as evidenced by written documents;lawful means; or
(b) any information entering the which enters public domain not attributable to the fault other than as a result of the Party receiving the informationParty’s fault; or
(c) any information lawfully acquired by the receiving Party receiving the information through other sources after from another source subsequent to its receipt of such informationthereof hereunder.
8.3 For purpose of performing this Agreement, the Receiving 6.3. The receiving Party may disclose the Confidential Information to its relevant employeesemployees or agents to the professionals engaged by such Party, agents or professionals retained by it. However, the Receiving provided that such receiving Party shall ensure that the aforesaid such persons shall comply with the relevant terms and conditions of this Article 8. In additionAgreement, the Receiving Party and shall be responsible for assume any liability incurred as a result arising out of any breach by such persons’ breach of the relevant terms and conditions of this Article 8persons thereof.
8.4 6.4. Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article 8 Section shall not be affected by the suspension or termination of this Agreement.
Appears in 1 contract
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each 6.1 Each Party shall keep strictly strict confidential all the business secrets, proprietary information, customer client information and all other relevant materials shared by the Parties and other confidential information of a confidential nature about the other Parties known by it Party obtained during the execution and performance of this Agreement (collectively, the “Confidential Information”)) regardless of whether this Agreement has terminated. Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the The Party receiving the Confidential Information (the “Receiving Party”) shall not disclose any Confidential Information to any third party any Confidential Informationparty, except upon prior written consent of the other Party or as required by applicable Laws or the rules of relevant stock exchanges. The Receiving Party shall not use directly or indirectly any Confidential Information other than except for the purpose of performing this Agreement.
8.2 6.2 The Parties acknowledge that the following information shall is not be deemed part of the Confidential Information:
(a) any 6.1.1 The information that has been lawfully acquired by known to the receiving Receiving Party before the disclosure, as evidenced is shown by written documentsevidence;
(b) any 6.1.2 The information entering that enters the public domain not attributable to the through no fault of the Receiving Party receiving or is otherwise known to the informationpublic; or
(c) any 6.1.3 The information lawfully acquired obtained by the Receiving Party legally through other channel after receiving the information through other sources after its receipt of such informationfrom the disclosing party.
8.3 For purpose of performing this Agreement, the 6.3 The Receiving Party may disclose the Confidential Information to its relevant employees, agents or any professionals retained by it. Howeverit engages, provided that it shall ensure such persons shall comply with this Agreement, keep the Confidential Information confidential, and use the Confidential Information only for the purpose of performing this Agreement.
6.4 Upon termination of this Agreement, the Receiving Party shall ensure that return any documents, materials or software containing Confidential Information to the aforesaid persons shall comply original owner or provider of Confidential Information, or destroy it with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach consent of the original owner or provider, including deleting any Confidential Information from any relevant terms memory devices, and conditions of this Article 8shall not continue to use such Confidential Information.
8.4 Notwithstanding any other 6.5 The Parties agree that this provision hereinwill survive the change, the effect of this Article 8 shall not be affected by the rescission and termination of this Agreement.
Appears in 1 contract
Samples: Exclusive Business Cooperation Agreement (Onion Global LTD)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party Each party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about maintain the other Parties known by it during party’s Confidential Information in confidence and will protect such information with the execution and performance same degree of this Agreement (collectively, the “care that such party exercises with its own Confidential Information”), but in no event less than a reasonable degree of care. Unless If a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement party suffers any unauthorized disclosure of the place where its affiliate is listed on other’s Confidential Information, then that party shall promptly notify the disclosing party and take such actions as may be reasonably requested to minimize the damage that may result. Except as provided in this Agreement, a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) party shall not disclose to any third party any Confidential Information. The Receiving Party shall not (or allow the use or disclosure of) any Confidential Information of the other than for party without the purpose other’s express prior written consent, unless disclosure is required by applicable law or a valid legal order (provided that the disclosing party inform the other party prior to such disclosure if legally allowed). Access to and use of performing any Confidential Information shall be restricted to Authorized Personnel who have a need to use the information to perform under this Agreement or, in the case of Customer, use the Products. A party’s affiliates, vendors, and contractors may be included within the meaning of “Authorized Personnel” provided that affiliates, vendors, and independent contractors have executed a confidentiality agreement with provisions similar to those contained in this section. A party may disclose information concerning this Agreement to any of the following: (a) potential acquirers, merger partners, investors, lenders, financing sources, and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by persons and provided that such disclosures are made in confidence, (b) the party’s outside accounting firm, or (c) the party’s outside legal counsel. A party may also disclose this Agreement in connection with any litigation or legal action concerning this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 1 contract
Samples: Master Subscription Agreement
Confidentiality Obligations. 8.1 Regardless A. During the Term of whether this Agreement is terminated or notand for a period of three (3) years thereafter, each Party shall keep strictly confidential will hold all the business secrets, proprietary information, customer information and all other information of a confidential nature about Confidential Information disclosed by the other Parties known by Party in confidence, using the same degree of care that it during uses to protect its own Confidential Information of like importance. To the execution and performance extent that any Confidential Information disclosed hereunder consists of computer software, application programming interfaces (“APIs”) or similar technology, the receiving Party may only use such technology in furtherance of the express purposes of this Agreement (collectivelyand may not decompile, the “disassemble or reverse engineer any such Confidential Information”). Unless a prior written consent is obtained from the .
B. Each Party disclosing the may, however, disclose Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose need-to-know” basis under an obligation of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information confidentiality to its relevant employeesemployees and professional advisors, agents or professionals retained by it. However, the Receiving Party shall ensure provided that the aforesaid persons shall such employees and advisors comply with the relevant provisions of this Section.
C. The terms and conditions of this Article 8. In addition, Agreement will be deemed to be the Receiving Confidential Information of each Party shall and will not be responsible for any liability incurred as a result of such persons’ breach disclosed without the written consent of the relevant other Party.
D. The terms and conditions of this Article 8any Comlink Service Provider agreement or similar agreement of Comlink and which is provided to Independent Contractor for review, will be deemed to be the Confidential Information of Comlink.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by E. Upon the termination of this Agreement, each Party will return to the other all Confidential Information of the other which is then in its possession or control, and will remove all digital representations thereof in any form from all electronic storage media in its possession or under its control.
F. Each Party acknowledges that its failure to comply with the provisions of this Section may cause irreparable harm to the other Party which cannot be adequately compensated for in money, and accordingly acknowledges that the other Party will be entitled to seek, in addition to any other remedies available to it, interlocutory and permanent injunctive relief to restrain any anticipated, present or continuing breach of this Section without having to post a bond or other security. Proprietary & Confidential Information of Comlink Total Solutions Corp.
Appears in 1 contract
Samples: Master Agreement
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose acknowledges that, in connection with this Agreement, it will gain access to any third party any Confidential Information of the other Party (the “Disclosing Party”). As a condition to being provided with Confidential Information. The , the Receiving Party shall not use any Confidential Information other than shall, during the Term and for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Informationten (10) years thereafter:
(a) any information that has been lawfully acquired by not use or reproduce the receiving Party before Disclosing Party’s Confidential Information other than as evidenced by written documentsnecessary to exercise its rights and perform its obligations under this Agreement;
(b) any information entering maintain the public domain Disclosing Party’s Confidential Information in strict confidence and, subject to Section 9.03, not attributable to disclose the fault of Disclosing Party’s Confidential Information without the Party receiving the informationDisclosing Party’s prior written consent; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreementprovided, however, that the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, Personnel who:
(i) have a need to know the Confidential Information for purposes of the Receiving Party shall ensure that Party’s performance, or exercise of its rights concerning the aforesaid persons shall comply with the relevant terms and conditions Confidential Information, under this Agreement;
(ii) have been apprised of this Article 8. In additionrestriction; and
(iii) are themselves bound by written nondisclosure agreements, or are otherwise subject to nondisclosure obligations, at least as restrictive as those set forth in this Section 9.02; provided, further, that the Receiving Party shall be responsible for ensuring its Personnel’s compliance with, and shall be liable for any liability incurred breach by its Personnel of, this Section 9.02. The Receiving Party shall use reasonable care (which shall be at least as a result of such persons’ breach of protective as the relevant terms and conditions of this Article 8efforts it uses for its own Confidential Information) to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted herein.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 1 contract
Samples: Cooperation Agreement (Amyris, Inc.)
Confidentiality Obligations. 8.1 Regardless 1. The Parties will treat as strictly confidential the fact that discussions are being held between them on possible cooperation and the content of whether this Agreement is terminated or not, each Party such discussions.
2. The Parties shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (strictly confidential and shall not di.scloseorotherwise make it available to thirdparties who are not authorized persons, and shall take appropriate measures to protect the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement Confidential Information, but at least those measures by which they protect particularly sensitive information about their own company.
3. The Parties shall inform all Authorized Persons receiving Confidential Information of the place where its affiliate is listed on a stock exchange, content and scope of the Party receiving rights and obligations under this Agreement and ensure that all Authorized Persons comply with the provisions of this Agreement.
4. The Parties will use the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than solely for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of preparing, elaborating and evaluating the Confidential Information:
(a) any information that has been lawfully acquired by Project and for conducting negotiations within the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this AgreementProject. In particular, the Receiving Party may disclose Parties will not use the Confidential Information to its relevant employees, agents gain a competitive advantage over the other Parties or professionals retained by itany of their affiliates or third parties.
5. HoweverAt the request of another contracting party, the Receiving Party contracting parties shall ensure return, destroy ordelete all documents and othercarriermedia at the option of the requesting contracting party, provided that they embody confidential information, unless the aforesaid persons shall comply requested contracting party is obliged by law or the regulations ofa stock exchange or by order of a competent court or a competent authority or other institution to store them. Confidential information contained in files routinely stored electronically does not have to be deleted if this would only be possible with the relevant terms and conditions of this Article 8disproportionate effort. In additionUpon request, the Receiving Party contracting parties shall be responsible for any liability incurred as a result of such persons’ breach of inform the relevant terms other contracting parties in writing, stating their reasons, which confidential information has been returned, destroyed or deleted and conditions of this Article 8which has not.
8.4 Notwithstanding any 6. The Parties shall immediately inform the other provision hereinParty if they, the effect of this Article 8 shall not be affected by the termination their officers, employees or advisors become aware that Confidential Information has been disclosed in violation of this Agreement.
Appears in 1 contract
Samples: Non Disclosure Agreement
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Each Receiving Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about Confidential Information received from the other Parties known by Party with the same degree of care it during maintains the execution and performance confidentiality of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any own Confidential Information. The Receiving Party shall not use any such Confidential Information for any purpose other than for in performance of this Agreement or disclose the purpose same to any other Person other than to such of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, Affiliates and the Receiving Party may disclose the Party’s and such Affiliates’ respective directors, managers, employees, independent contractors, agents or consultants who have a need to know such Confidential Information to implement the terms of this Agreement or enforce its relevant rights under this Agreement; provided, however, that a Receiving Party shall advise its Affiliates’ and the Receiving Party’s and such Affiliates’ respective directors, managers, employees, independent contractors, agents or professionals retained by itconsultants who [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. However, the Receiving Party shall ensure that the aforesaid persons shall comply An unredacted version of this exhibit has been filed separately with the relevant terms Commission. receives such Confidential Information of the confidential nature thereof and conditions of the obligations contained in this Article 8. In additionAgreement relating thereto, and the Receiving Party shall be responsible for any liability incurred the compliance by such Representatives with such obligations as if they had been a result party hereto. Upon termination of such persons’ breach this Agreement, the Receiving Party shall return or destroy all documents, tapes or other media containing Confidential Information of the relevant Disclosing Party that remain in the possession of the Receiving Party’s Representatives. It is understood that receipt of Confidential Information under this Agreement will not limit the Receiving Party from assigning its employees to any particular job or task in any way it may choose, subject to the terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Oscient Pharmaceuticals Corp)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all During the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance term of this Agreement (collectivelyand for a period of ***** following the expiration or earlier termination hereof, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing each party shall maintain in confidence the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchangeother party, and shall not disclose, use or grant the Party receiving use of the Confidential Information (of the “Receiving Party”) shall not disclose other party, except on a need-to-know basis to such party's directors, officers and employees, and such party's consultants and collaborators, to the extent such disclosure is reasonably necessary in connection with such party's activities as expressly authorized by this Agreement. To the extent that disclosure to any third person is authorized by this Agreement, prior to disclosure, a party shall obtain written agreement of such person to hold in confidence and not disclose, use or grant the use of the Confidential Information of the other party except as expressly permitted under this Agreement. Each party shall notify the other party promptly upon discovery of any unauthorized use or disclosure of the other party's Confidential Information. The Receiving Party shall not use any Confidential Information other than for Upon the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents expiration or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the earlier termination of this Agreement, each party shall return to the other party all tangible items regarding the Confidential Information of the other party and all copies thereof; provided, however, that each party shall have the right to retain one (1) copy for its legal files for the sole purpose of determining its obligations hereunder. The confidentiality obligations under this Section 9.1 shall not apply to the extent that a party is required to disclose information by applicable law, regulation or order of a governmental agency or a court of competent jurisdiction; provided, however, that to the extent practicable, such party (a) shall provide advance written notice thereof to the other party and consult with the other party prior to such disclosure with respect thereto, and (b) shall provide the other party with reasonable assistance, as requested by the other party, to object to any such disclosure or to request confidential treatment thereof, and (c) shall take reasonable action to avoid and/or minimize the extent of such disclosure.
Appears in 1 contract
Confidentiality Obligations. 8.1 Regardless During the validity of whether this the Agreement is terminated or notand after termination of the Agreement, each Party the parties shall keep strictly confidential all the business other parties’ trade secrets, proprietary information, customer information and all other information of a confidential nature about the of any other Parties known by it during the execution and performance of this Agreement party (collectively, the hereinafter referred to as “Confidential Information”)) obtained during the entering into and performance of the Agreement strictly confidential. Unless a The party receiving the Confidential Information shall not disclose the Confidential Information to any other third party except for the prior written consent is obtained from of the Party party disclosing the Confidential Information (or disclosure as required by the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or as well as the requirement rules of the place listing exchange where its the affiliate of a party is listed on a stock exchange, the Party listed. The party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any or indirectly use the Confidential Information other than Information, except for the purpose of performing this the Agreement.
8.2 The following information shall is not be deemed part of the Confidential Informationconfidential:
(a1) any information that has been lawfully acquired previously known by the party receiving Party before the information through legal means as evidenced proved by written documentsdocumentary evidence;
(b2) any information entering that enters the public domain not attributable due to the fault of the Party party receiving the information; or
(c3) any information lawfully acquired by the Party party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, The party receiving the Receiving Party information may disclose the Confidential Information to its relevant employees, employees and agents concerned or professionals retained by it. Howeverit hired; nevertheless, the Receiving Party party receiving the information shall ensure that the aforesaid above persons shall comply with the relevant terms and conditions of this Article 8. In additionthe Agreement, the Receiving Party and shall be responsible for assume any liability incurred as a result of such persons’ breach arising from the violation of the relevant terms and conditions of this Article 8the Agreement by the above persons.
8.4 Notwithstanding any other provision hereinprovisions of the Agreement, the effect validity of the provisions of this Article 8 shall not be affected by the termination of this the Agreement.
Appears in 1 contract
Samples: Shareholders’ Voting Rights Proxy Agreement (Boqii Holding LTD)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it Each party agrees that (a) during the execution and course of its performance of this Agreement (collectively, it may learn certain information concerning the “other party's Confidential Information”). Unless a prior written consent is obtained from the Party disclosing ; (b) the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate other shall remain the property of the other, and that such Confidential Information is listed made available on a stock exchange, the Party receiving limited use basis solely in connection with this Agreement; (c) it will advise its employees to whom the Confidential Information is disclosed of their obligations under this Agreement; (the “Receiving Party”d) shall it will not sell, disclose or otherwise make available any such Confidential Information, in whole or in part, to any third party any without the prior written consent of the other party; and (e) it will utilize the same degree of care it utilizes for its own Confidential Information, but in no case less than a reasonable degree of care, to prevent disclosure of the other party's Confidential Information to any unauthorized person or entity. Upon termination of this Agreement all copies of Confidential Information shall be returned. Any copies of the Programs made by or on behalf of Customer shall contain the labels and notices specified on Exhibit C hereto. The Receiving Party restrictions under this section shall not use any Confidential Information other than for apply to information which: (i) is or becomes publicly known through no wrongful act of the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of party receiving the Confidential Information:
; or (aii) any becomes known to a party without confidential or proprietary restriction from a source other than the disclosing party; or (iii) a party can show by written records that such information that has been lawfully acquired or data was independently developed or was in its possession prior to disclosure by the receiving Party before as evidenced by written documents;
(b) any information entering other party. In the public domain not attributable event a party is legally compelled to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information it will be entitled to its relevant employeesdo so provided it gives the other party prompt notice and assists the other party, agents or professionals retained by it. Howeverat the other party's expense, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as in pursuing a result of such persons’ breach of the relevant terms and conditions of this Article 8protective order.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
Appears in 1 contract
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it Each party agrees that (a) during the execution and course --------------------------- of its performance of this Agreement (collectively, it may learn certain information concerning the “other party's Confidential Information”). Unless a prior written consent is obtained from the Party disclosing ; (b) the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate other shall remain the property of the other, and that such Confidential Information is listed made available on a stock exchange, the Party receiving limited use basis solely in connection with this Agreement; (c) it will advise its employees to whom the Confidential Information is disclosed of their obligations under this Agreement; (the “Receiving Party”d) shall it will not sell, disclose or otherwise make available any such Confidential Information, in whole or in part, to any third party any without the prior written consent of the other party; and (e) it will utilize the same degree of care it utilizes for its own Confidential Information, but in no case less than a reasonable degree of care, to prevent disclosure of the other party's Confidential Information to any unauthorized person or entity. Upon termination of this Agreement all copies of Confidential Information shall be returned. Any copies of the Programs made by or on behalf of Customer shall contain the labels and notices specified on Exhibit C hereto. The Receiving Party restrictions under this section shall not use any Confidential Information other than for apply to information which: (i) is or becomes publicly known through no wrongful act of the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of party receiving the Confidential Information:
; or (aii) any becomes known to a party without confidential or proprietary restriction from a source other than the disclosing party; or (iii) a party can show by written records that such information that has been lawfully acquired or data was independently developed or was in its possession prior to disclosure by the receiving Party before as evidenced by written documents;
(b) any information entering other party. In the public domain not attributable event a party is legally compelled to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information it will be entitled to its relevant employeesdo so provided it gives the other party prompt notice and assists the other party, agents or professionals retained by it. Howeverat the other party's expense, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as in pursuing a result of such persons’ breach of the relevant terms and conditions of this Article 8protective order.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
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Confidentiality Obligations. 8.1 Regardless In consideration of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of disclosure by a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information party (the “Disclosing Party”) (whether directly or unless it is required to be disclosed to third parties according through another party) of its Confidential Information to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information other party (the “Receiving Party”) ), the Receiving Party agrees: to receive and hold the Disclosing Party’s Confidential Information in strict confidence; to use the Disclosing Party's Confidential Information solely for the Permitted Purpose; as a minimum, to treat and safeguard as private and confidential the Disclosing Party’s Confidential Information (including, without limitation, taking all reasonable precautions in dealing with such Confidential Information so as to prevent any third party from having access to it); that it shall not disclose in any manner the Disclosing Party's Confidential Information (including, for the avoidance of doubt, the Proposal and the fact that the parties are discussing the Proposal), unless (a) it is with the prior consent of and in accordance with any conditions stipulated by the Disclosing Party, or (b) it is expressly permitted by this agreement; and to any third party any inform the Disclosing Party immediately upon becoming aware or suspecting that an unauthorised person has become aware of the Disclosing Party’s Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a) any information agrees that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may it will only disclose the Disclosing Party’s Confidential Information to its relevant employeesdirectors, agents or professionals retained by itemployees on a strictly need to know basis in connection with the Permitted Purpose and then only after such person has been advised of the requirements of this agreement. HoweverWithout prejudice to the Receiving Party’s obligations under this agreement, the Receiving Party shall ensure procure that any person to whom it discloses the aforesaid persons Confidential Information shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred agreement as if they were a result of such persons’ breach of the relevant terms and conditions of this Article 8party to it.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
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Samples: Reciprocal Non Disclosure Agreement
Confidentiality Obligations. 8.1 Regardless 6.1. During the term of this Agreement, all customer information and other customer related documents with respect to Party A Business and the Services provided by Party B (“Customer Information”) shall be jointly owned by the Parties. Irrespective of whether this Agreement is terminated or nothas been terminated, each of Party A and Party B shall keep strictly confidential all maintain in strict confidence the business secrets, proprietary information, customer information Customer Information and all any other information of a confidential nature about of the other Parties known by it Party coming into its knowledge during the execution entry into and performance of this Agreement (collectively, the “Confidential Information”). Unless a Except where prior written consent is has been obtained from the Party party disclosing the Confidential Information (the “Disclosing Party”) or unless it where disclosure to a third party is required to be disclosed to third parties according to the stipulation of mandated by relevant laws and or regulations or the requirement listing rules of the place jurisdiction where its affiliate any related party of any party is listed on a stock exchangelisted, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose any Confidential Information to any third party any party; the Party receiving the Confidential Information. The Receiving Party Information shall not use use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.
8.2 6.2. The following information shall not be deemed part of constitute the Confidential Information:
(a) any information that which, as shown by written evidence, has previously been lawfully acquired by known to the receiving Party before as evidenced by written documents;way of legal means; or
(b) any information entering which enters the public domain not attributable to the other than as a result of a fault of the Party receiving the informationParty; or
(c) any information lawfully acquired by the receiving Party receiving from another source subsequent to the information through other sources after its receipt of such relevant information.
8.3 For purpose of performing this Agreement, the Receiving 6.3. A receiving Party may disclose the Confidential Information to its relevant employees, agents or its appointed professionals retained by it. However, the Receiving provided that such receiving Party shall ensure that the aforesaid such persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party Agreement and that it shall be responsible for assume any liability incurred as a result arising out of any breach by such persons’ breach persons of the relevant terms and conditions of this Article 8Agreement.
8.4 6.4. Notwithstanding any other provision hereinprovisions of this Agreement, the effect validity of this Article 8 Section shall not be affected by the any termination of this Agreement.
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Samples: Exclusive Technology and Services Agreement (Baozun Cayman Inc.)
Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated Subject to paragraph (b) below and except to the extent otherwise expressly authorized by the Transaction Agreements or nototherwise agreed to in writing by the applicable Parties, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to publish or otherwise disclose, nor use for any third party any Confidential Information. The Receiving Party shall not use any Confidential Information purpose other than for the purpose of exercising its rights or performing its obligations under this Agreement or any other Transaction Agreement.
8.2 The following information , any Confidential Information of any other Party hereto. Confidential Information of a Party shall consist of any Confidential Information disclosed by such Party to another Party under this Agreement or any other Transaction Agreement. Notwithstanding any of the foregoing to the contrary, Confidential Information shall not be deemed include any information that:
(i) was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure to such Party;
(ii) was generally available to the public or otherwise part of the Confidential Information:
(a) any information that has been lawfully acquired by public domain at the receiving time of its disclosure to a Party before as evidenced by written documentshereunder;
(biii) any information entering became generally available to the public or otherwise part of the public domain not attributable after its disclosure and other than through any act or omission of any receiving Party in breach of this Agreement or any other Transaction Agreement;
(iv) was independently discovered or developed by such Party without reference to the fault or use of the Party receiving the informationConfidential Information of another Party, as demonstrated by documented evidence; or
(cv) any information lawfully acquired by was disclosed to such Party, other than under an obligation of confidentiality (except to the Party receiving the information through other sources after its receipt of extent such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents obligation has expired or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with an exception is applicable under the relevant terms and conditions agreement pursuant to which such obligation was established), by a Third Party who had no obligation not to disclose such information to others. The obligations set forth in this Section 5.3(a) shall remain in effect during the term of this Article 8. In addition, the Receiving Party shall be responsible Agreement or for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the two (2) years following termination of this Agreement.
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Confidentiality Obligations. 8.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information. The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.
8.2 The following information shall not be deemed part of the Confidential Information:
(a1) any information that has been lawfully acquired by the receiving Party before as evidenced by written documents;
(b2) any information entering the public domain not attributable to the fault of the Party receiving the information; or
(c3) any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information.
8.3 For purpose of performing this Agreement, the Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals retained by it. However, the Receiving Party shall ensure that the aforesaid persons shall comply with the relevant terms and conditions of this Article 8. In addition, the Receiving Party shall be responsible for any liability incurred as a result of such persons’ breach of the relevant terms and conditions of this Article 8.
8.4 Notwithstanding any other provision herein, the effect of this Article 8 shall not be affected by the termination of this Agreement.
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Samples: Exclusive Call Option Agreement (E-House (China) Holdings LTD)