Common use of Confidentiality Provisions Clause in Contracts

Confidentiality Provisions. 1. While negotiating this Agreement and during the Term thereafter, Wiley may provide the Customer with certain information which may be oral or written (including information in electronic format), which is deemed confidential. For the purposes of this Agreement, Confidential Information is defined to include, but is not limited to, the terms and conditions of this Agreement that have been negotiated, such as financial terms, the substance of all negotiations relating thereto, all information pertaining to Wiley Online Library which is proprietary to Wiley, and any other material which has either been marked “confidential” by Wiley or which, by the nature of the circumstances surrounding the disclosure, would be understood to be confidential by a reasonable party. 2. Confidential Information shall be used by the Customer solely for the purposes of negotiating and implementing this Agreement. The Customer agrees to take reasonable care to protect the Confidential Information from disclosure to third parties and to limit disclosure of the Confidential Information to those employees or contractors of the Customer including affiliates of the Customer who have a need to know in connection with this Agreement, and who have been made aware of, and agree to abide by, these restrictions. When disclosure is legally mandated, the parties will use, whenever possible, a version of the Agreement without Confidential Information. 3. The Agreement may be made public and be published on ESAC no earlier than 30 days after the last day on which it has been duly executed by both parties, and the version made public or published on ESAC will be redacted to include only the cumulative total fee that all Member Institutions paid in any given calendar year and not the respective fees for each Member Institutions. Personal data shall be redacted from any version or part of the Agreement made public hereunder.

Appears in 2 contracts

Samples: Read and Publish Agreement, Read and Publish Agreement

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Confidentiality Provisions. 19.1. While negotiating this Agreement and during the Term thereafter, Wiley may provide the Customer with certain information information, which may be oral or written (including information in electronic format), which is deemed confidential. For the purposes of this Agreement, Confidential Information is defined to include, but is not limited to, the terms and conditions of this Agreement that have been negotiated, such as financial terms, the substance of all negotiations relating thereto, all information pertaining to Wiley Online Library which is proprietary to Wiley, and any other material which has either been marked “confidential” by Wiley or which, by the nature of the circumstances surrounding the disclosure, would be understood to be confidential by a reasonable party. 29.2. The Customer may only use Confidential Information shall be used by the Customer solely for the purposes of negotiating and implementing this Agreement. The Customer agrees to take reasonable care to protect the Confidential Information from disclosure to third parties and to limit disclosure of the Confidential Information to those employees or contractors of the Customer including affiliates of the Customer who have a need to know in connection with this Agreement, and who have been made aware of, and agree to abide by, these restrictions. When disclosure is legally mandated, the parties will use, whenever possible, a version of the Agreement without Confidential Information. 3. The Agreement may be made public and be published on ESAC no earlier than 30 days after the last day on which it has been duly executed by both parties, and the version made public or published on ESAC will be redacted to include only the cumulative total fee that all Member Institutions paid in any given calendar year and not the respective fees for each Member Institutions. Personal data shall be redacted from any version or part of the Agreement made public hereunder.

Appears in 1 contract

Samples: Standard Access Agreement

Confidentiality Provisions. 18.1. While negotiating this Agreement and during the Term thereafter, Wiley may provide the Customer with certain information information, which may be oral or written (including information in electronic format), which is deemed confidential. For the purposes of this Agreement, Confidential Information is defined to include, but is not limited to, the terms and conditions of this Agreement that have been negotiated, such as financial terms, the substance of all negotiations relating thereto, all information pertaining to Wiley Online Library which is proprietary to Wiley, and any other material which has either been marked “confidential” by Wiley or which, by the nature of the circumstances surrounding the disclosure, would be understood to be confidential by a reasonable party. 28.2. The Customer may only use Confidential Information shall be used by the Customer solely for the purposes of negotiating and implementing this Agreement. The Customer agrees to take reasonable care to protect the Confidential Information from disclosure to third parties and to limit disclosure of the Confidential Information to those employees or contractors of the Customer including affiliates of the Customer who have a need to know in connection with this Agreement, and who have been made aware of, and agree to abide by, these restrictions. When disclosure is legally mandated, the parties will use, whenever possible, a version of the Agreement without Confidential Information. 3. The Agreement may be made public and be published on ESAC no earlier than 30 days after the last day on which it has been duly executed by both parties, and the version made public or published on ESAC will be redacted to include only the cumulative total fee that all Member Institutions paid in any given calendar year and not the respective fees for each Member Institutions. Personal data shall be redacted from any version or part of the Agreement made public hereunder.

Appears in 1 contract

Samples: Enhanced Access Master Agreement

Confidentiality Provisions. 110.1. While negotiating this Agreement and during the Term thereafter, Wiley may provide the Customer with certain information information, which may be oral or written (including information in electronic format), which is deemed confidential. For the purposes of this Agreement, Confidential Information is defined to include, but is not limited to, the terms and conditions of this Agreement that have been negotiated, such as financial terms, the substance of all negotiations relating thereto, all information pertaining to Wiley Online Library which is proprietary to Wiley, and any other material which has either been marked “confidential” by Wiley or which, by the nature of the circumstances surrounding the disclosure, would be understood to be confidential by a reasonable party. 210.2. With the exception of Section 10.3 below, and subject to applicable law, the Customer may only use Confidential Information shall be used by the Customer solely for the purposes of negotiating and implementing this Agreement. The Customer agrees to take reasonable care to protect the Confidential Information from disclosure to third parties and to limit disclosure of the Confidential Information to those employees or contractors of the Customer including affiliates of the Customer who have a need to know in connection with this Agreement, and who have been made aware of, and agree to abide by, these restrictions. When disclosure is legally mandated, the parties will use, whenever possible, a version of the Agreement without Confidential Information. 310.3. The A redacted version of the Agreement may agreed by both parties will be made public in the Registry of Contracts and be published on ESAC no earlier than 30 days after the last day on which it has been duly executed website operated by both partiesthe Customer, and the version made public or published on ESAC all fees paid by each Customer will be redacted to include only the cumulative total fee that all Member Institutions paid in any given calendar year kept confidential and not the respective fees for each Member Institutions. Personal data shall be redacted from any version or part of public disclosure while the Agreement made public hereundertotal amount for each year will be published.

Appears in 1 contract

Samples: Master Agreement

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Confidentiality Provisions. 19.1. While negotiating this Agreement and during the Term thereafter, Wiley may provide the Customer with certain information information, which may be oral or written (including information in electronic format), which is deemed confidential. For the purposes of this Agreement, Confidential Information is defined to include, but is not limited to, the terms and conditions of this Agreement that have been negotiated, such as financial terms, the substance of all negotiations relating thereto, all information pertaining to Wiley Online Library (and other platforms designated by Wiley) which is proprietary to Wiley, and any other material which has either been marked “confidential” by Wiley or which, by the nature of the circumstances surrounding the disclosure, would be understood to be confidential by a reasonable party. 29.2. The Customer may only use Confidential Information shall be used by the Customer solely for the purposes of negotiating and implementing this Agreement. The Customer agrees to take reasonable care to protect the Confidential Information from disclosure to third parties and to limit disclosure of the Confidential Information to those employees or contractors of the Customer including affiliates of the Customer who have a need to know in connection with this Agreement, and who have been made aware of, and agree to abide by, these restrictions. When disclosure is legally mandated, the parties will use, whenever possible, a version of the Agreement without Confidential Information. 39.3. The A redacted version of the Agreement may be made public and be published on ESAC no earlier than 30 days after the last day on which it has been duly executed by both parties, and the version made public or published on ESAC all fees paid by each Customer will be redacted to include only the cumulative total fee that all Member Institutions paid in any given calendar year kept confidential and not the respective fees for each Member Institutions. Personal data shall be redacted from any version or part of the Agreement made public hereunderdisclosure.

Appears in 1 contract

Samples: Master Agreement

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