CONFIDENTIALTIY Clause Samples

A confidentiality clause is designed to protect sensitive information exchanged between parties by restricting its disclosure to unauthorized individuals or entities. In practice, this clause typically applies to business secrets, proprietary data, or any non-public information shared during the course of a relationship, and may require parties to use reasonable efforts to keep such information secure. Its core function is to safeguard valuable or private information, thereby preventing misuse or unauthorized dissemination that could harm a party’s interests.
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CONFIDENTIALTIY. Each Party must treat and hold as confidential all information which they may receive from the other Party, including the terms and conditions of this Agreement, or which becomes known to them during the currency of this Agreement.
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CONFIDENTIALTIY. 13.1. Both METABOLIX and TEPHA agree that all information disclosed to the other party shall be deemed "Confidential Information" of the disclosing party. In particular, "Confidential Information" shall be deemed to include, but not be limited to, KNOW-HOW, trade secrets, information, ideas, inventions, materials, samples, processes, procedures, methods, formulations, protocols, packaging designs and materials, test data, future development plans, "Product" launch date, technological know-how and engineering, manufacturing, regulatory, marketing, * CONFIDENTIAL TREATMENT REQUESTED 20 servicing, sales, or financial matters relating to the disclosing party and its business. 13.2. During the term of this Agreement and thereafter each party shall maintain all Confidential Information in confidence and shall not disclose any Confidential Information to any third party or use any such information for any unauthorized purpose. Each party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Both parties shall take precautions as each normally takes with its own confidential and proprietary information to prevent disclosure to third parties, but no less than reasonable precautions. 13.3. Both parties agree that, notwithstanding the above, the obligations of confidentiality and nonuse shall not apply to: 13.3.1. Information that at the time of disclosure is, or thereafter becomes, generally known or available to the public, through no wrongful act or failure to act on the part of the receiving party; 13.3.2. Information that was known by or in the possession of the receiving party at the time of receiving such information from the disclosing party, as evidenced by written records; 13.3.3. Information obtained by the receiving party from a third-party source who is not breaching a commitment of confidentiality to the disclosing party by revealing such information to the receiving party; 13.3.4. Information that is developed independently by the receiving party without use of confidential information of the other party, as evidenced by written records; 13.3.5. Information that is the subject of a granted written permission to disclose that is issued by the disclosing party to the other party; 13.3.6. Information that is required to be disclosed pursuant to the law, by request of the FDA or other government authority or for medical or safety reasons, but only to the extent required to be disclosed by the FDA or...
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CONFIDENTIALTIY. 12.1 Subject to Article 12.3, each Party shall treat as strictly confidential all documents and information received or obtained as a result of entering into or performing this Shareholders’ Agreement which relates to (i) the provisions of this Shareholders’ Agreement (ii) the negotiations relating to this Shareholders’ Agreement (iii) the subject matter of this Agreement and the transactions contemplated by this Shareholders’ Agreement or (iv) the other Parties (for the purposes of this Article 12: expressly including the Company). 12.2 Subject to Article 12.3 from the date of this Shareholders’ Agreement until the end of a three year period following the date on which any Party has sold all of its Shares, such Parties shall not use, divulge or transmit to any one the Confidential Information. 12.3 Each Party may disclose information which would otherwise be Confidential Information, if and to the extent: (a) required by the law of any relevant jurisdiction; (b) required by any securities exchange or regulatory or governmental body to which either Party is subject or wherever situated; (c) made to any competent court or arbitral tribunal by a party alleging a violation of this Shareholders’ Agreement; (d) disclosed to managers, officers, employees, members of investment committees. professional advisors, auditors and bankers of each Party, provided they agree to be bound by the confidentiality of such information; (e) the information has come into the public domain through no fault of that Party; or (f) the information was previously known to it or disclosed to it through no fault of that Party. 12.4 The Parties are aware that GLSV investment pursuant to the Series A Subscription Agreement in the Company is in part refinanced by the German Kreditanstalt für Wiederaufbau (“KfW”). KfW, in return for agreeing to affect such refinance, requires under certain circumstances that its shares refinanced by KfW pro rata and held by GLSV may be pledged. KfW’s terms and conditions also include the requirement that KfW, the German BMWi or their respective appointees pursuant to §1 BHO (German Bundeshaushaltsordnung) and the German Bundesrechnungshof are granted the right to supervise the way funds are granted are employed. In order to comply with such requirement, the aforementioned are entitled to inspect the Company’s books and records and to generally demand information about the Company’s financial standing. The inspection and information rights as aforesaid may a...
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CONFIDENTIALTIY. Each of Landlord and Tenant covenants and agrees that the terms of this Lease are confidential, and neither party shall, without the prior written approval of the other, disclose the terms of the Lease (except to attorneys, brokers, affiliates and advisors to each such party (each an “Advisor”), subject to the provisions below), or issue any press release, advertisement, internet posting or other similar announcement, statement or #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇...docx ACTIVE\201239119.12 disclosure of this Lease, except to the extent otherwise required by law without the prior written approval of the #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇...docx ACTIVE\201239119.12 other. Each of Landlord and Tenant covenants that any such respective Advisor shall preserve the confidential nature of the terms of the Lease. Each party shall direct its own Advisors not to disclose the terms of the Lease, except to an Advisor that has been advised of the terms of this Section and which agrees to be bound by the terms of this Section or as is required by law. The provisions of this Article 18 shall survive the termination of this Lease. #201239119v12<ACTIVE> - DW Life Sciences DIVCO IDEAYA Biosciences ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇...docx ACTIVE\201239119.12
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CONFIDENTIALTIY. Excluding the Product Data which may be used in accordance with the terms of this Agreement, a party ("receiving party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party ("disclosing party"), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under this Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this Agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Clause 11 shall survive termination of this Agreement.
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CONFIDENTIALTIY. All commercial, financial and technical information, know-how and experience which supplier may derive from ▇▇▇▇▇▇ during the co-operation hereunder shall be confidential and proprietary information of Monroe, and the Supplier shall at all times use all reasonable effort to prevent its disclosure to all third parties except affiliated companies on an as needed basis. This undertaking shall not apply to information which (i) is or becomes public knowledge otherwise than by unauthorized disclosure in breach of this Agreement, (ii) is obtained by Supplier from a third party who is not under any duty of confidentiality with respect thereto and did not obtain it by unauthorized disclosure, (iii) is independently known or developed by the supplier with any reference to such information or (iv) is required to be disclosed by laws or a listing agreement to which Supplier may be bound. The confidentiality obligations stated herein shall survive the termination of the purchase order and/or agreement for a period of three (3) years.
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CONFIDENTIALTIY. 19.1 For the purposes of this Agreement, “Confidential Information” of a Party (“Disclosing Party”) means information of the Disclosing Party not lawfully in the public domain to which the other Party (“Recipient”), its employees or its subcontractors have access, which is:
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CONFIDENTIALTIY. All commercial, financial and technical information, know-how and experience which supplier may derive from ▇▇▇▇▇▇ during the co-operation hereunder shall be confidential and proprietary information of Monroe, and the Supplier shall at all times use all reasonable effort to prevent its disclosure to all third parties except affiliated companies on an as needed basis. This undertaking shall not apply to information which (i) is or becomes public knowledge otherwise than by unauthorized disclosure in breach of this Agreement,
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CONFIDENTIALTIY. Odontex shall keep confidential and not use, for a period of ten (10) years from the date hereof, all information relating to the Topical Technology, the Patents and all Technical Information sold and assigned to NexMed, pursuant to this Agreement.
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Related to CONFIDENTIALTIY

  • Confidential If Inserm Transfert or Licensee comes to believe in good faith that Patent Rights are being infringed by a third party, the Party first having knowledge of such infringement shall promptly notify the other. In any such case, the Parties shall discuss how best to proceed. If an action is necessary and efficient, the Co-Owners shall have the right, but no obligation, to bring any legal action in their name and at their own expense. The Co-Owners shall retain all damages and costs recovered in connection therewith. In such a case, Licensee will nevertheless retain the right, if applicable, to join any such action initiated by the Co-Owners at its own expense to obtain indemnification for damages which Licensee alone have incurred. Should Inserm Transfert and the Co-Owners decide not to bring an infringement action and if Licensee is the sole licensee on the Patent Rights, Licensee shall have the right, but no obligation, to prosecute at its own expense any action against third party infringement of the Patent Rights, absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its absent any response or action formulated by Inserm Transfert and/or the Co-Owners within thirty (30) days of its after written notice to Inserm Transfert of its intention to do so. The license granted pursuant to this Agreement expressly includes the rights for Licensee to defend any actions against the Patent Rights, such as action to declare the Patent Rights invalid or non-infringed, the right to ▇▇▇ for infringement of the Patent Rights and/or the right to recover any applicable damages resulting from infringement of the Patent Rights and to pursue any other remedies available, including injunctions, in accordance with article 5.3. The Parties shall provide each other with the documents and elements necessary to the conduct of the above mentioned actions. Licensee shall keep Inserm Transfert reasonably appraised of all developments in any action, and will seek the prior approval of Inserm Transfert on any substantive submissions or positions taken in the litigation that might affect the scope, validity or enforceability of the Patent Rights. If an action initiated by Licensee obliges the Co-Owners to take part in an invalidity action or counterclaim for invalidity of the Patent Rights, Licensee shall pay all the legal costs and expenses, including attorney’s fees, incurred by Inserm Transfert and/or the Co-Owners. Licensee will not sign with the defendant any settlement or agreement which would limit the scope of the Patent Rights without the prior written approval of Inserm Transfert, which may not be unreasonably delayed or withheld. Damages and sums received by Licensee in the frame of infringement actions shall be, after deduction of the proceedings costs, considered as Net Sales and subject to the applicable royalty payments. The Co-Owners shall in any event have the right, but no obligation, to join in the action initiated by Licensee.

  • Confidentially The Employee shall not, without the prior written consent of the Board of Directors of the Company, disclose such confidential material, directly or indirectly, to any party, who at the time of such disclosure is not an employee or agent of any member of the Company Group, or remove from the Company's premises any notes or records relating thereto, copies or facsimiles thereof (whether made by electronic, electrical, magnetic, optical, laser, acoustic or other means), or any other property of any member of the Company Group. The Employee agrees that all confidential material, together with all notes and records of the Employee relating thereto, and all copies or facsimiles thereof in the possession of the Employee (whether made by the foregoing or other means) are the exclusive property of the Company.

  • Confidential Proprietary Information The parties may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this Contract. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall promptly notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy.

  • Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting parties.

  • Proprietary and Confidential Information USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Trust, all records and other information relative to the Trust and prior, present, or potential shareholders of the Trust (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Trust. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Trust or its agent, shall not be subject to this paragraph. Further, USBFS will adhere to the privacy policies adopted by the Trust pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.