Covenant Not to Use or Disclose. AtheroGenics and Emory each agrees that it will not, at any time without the prior written consent of the other party, use or disclose the Proprietary Information belonging to the other party for any reason or in any manner whatsoever except as may be necessary for the operation of this Agreement, as explicitly authorized under this Agreement, or as required by law.
Covenant Not to Use or Disclose. Each Party acknowledges that the Confidential Information constitutes and shall constitute valuable assets and trade secrets. Accordingly, when a Party (the "Receiving Party") receives confidential information from the other Party (the "Owning Party"), the Receiving Party shall (i) keep secret and retain in strict confidence any Confidential Information received from the Owning Party; (ii) not disclose to any Third Party any Confidential Information received from the Owning Party for any reason whatsoever; (iii) not disclose any Confidential Information received from the Owning Party to the Receiving Party's (and/or any of its Affiliates') employees or sublicensees, except on a need-to-know basis and only after instructing each such employee or sublicensee not to disclose or otherwise make available any Confidential Information to any Third Party receiving a signed Confidentiality Statement from each such sublicensee, and provided each such employee is bound by appropriate confidentiality obligation under its labor contract with the employer; and (iv) not make use of any Confidential Information received from the Owning Party for its own purposes or for the benefit of any Third Party except as authorized by this Agreement.
Covenant Not to Use or Disclose. Xxxxx agrees that it will not, at any time, without the prior written consent of Seller, use or disclose Seller’s Proprietary Information for any reason or in any manner whatsoever except as may be necessary for the discussion, exploration of purchasing Goods or services from Seller.
Covenant Not to Use or Disclose. OCERA and COMPANY each agrees that it will not, at any time, without the prior written consent of the other party, use or disclose the other party’s Proprietary Information for any reason or in any manner whatsoever except as may be necessary for the discussion and exploration of the Purpose.
Covenant Not to Use or Disclose. The Executive understands that the Confidential Information is the exclusive property of EDXC and its Subsidiaries. The Executive agrees that, during and after the term of this Agreement, the Executive will not, directly or indirectly, use any of the Confidential Information for his own benefit or in any way that is or could be deemed to be detrimental to EDXC or its Subsidiaries. The Executive also agrees that he will not disclose any Confidential Information to anyone other than authorized officers of EDXC or its Subsidiaries
Covenant Not to Use or Disclose. The Executive understands that the aforementioned Confidential Information is a proprietary right which the Company is entitled to protect, and that the unauthorized disclosure of such information would be highly detrimental to the Company’s interests. The Executive agrees not to disclose any Confidential Information without the prior written consent of the Company or to make use of such information for the Executive’s personal benefit, or for the benefit of any other person, firm, corporation or entity.
Covenant Not to Use or Disclose. Recipient agrees that it will not, at any time, without the prior written consent of LVGC, use or disclose the Proprietary Information for any reason or in any manner whatsoever except as may be necessary for the provision of the Services. Recipient confirms and agrees that any Proprietary Information disclosed to Recipient prior to the execution of this Agreement shall be subject to the terms of this Agreement. EXHIBIT "D" NON-DISCLOSURE AGREEMENT
Covenant Not to Use or Disclose. Each party hereby agree that it shall receive, protect and maintain the Confidential Information in the strictest confidence and shall not, without the prior written consent of the other party, disclose or use, in any manner whatsoever, in whole or in part, directly or indirectly, the Confidential Information for any purpose other than the Permitted Purpose. Notwithstanding the foregoing, a party may disclose the Confidential Information only to those of its Representatives who need to know the Confidential Information for the Permitted Purpose, who have been informed of the confidential nature of the Confidential Information. Each party shall be responsible for any breach of this Agreement by it or any of its Representatives. Each party and its Representatives shall safeguard the Confidential Information to the same extent as if it were information of or pertaining to it. In any event, each party and its Representatives shall not use any of the Confidential Information to the Company’s detriment. The foregoing obligations of confidentiality, non-disclosure and non use shall not apply to Confidential Information which a party or its affiliates are required to disclose: (a) by any applicable law, regulation or written and legally enforceable policy, or by the published rules or any mandatory requirements of any stock exchange on which securities of a party or its affiliates are listed; or (b) by legal process or an order or requirement of a court of competent jurisdiction or government department or agency; provided that, in any such case, the party shall provide prompt written notice (or, having regard for urgent circumstances, verbal notice followed by written confirmation) to the other party prior to making such disclosure so that it may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, it shall furnish only that portion of the Confidential Information which is legally required. Proprietary Rights Each party shall remain owner of its Confidential Information. In no event shall a party be deemed, by virtue of this Agreement, to have acquired any right or interest of any kind or nature whatsoever, in or to, the Confidential Information of the other party.
Covenant Not to Use or Disclose. Buyer shall not, at any time, without the prior written consent of Seller copy, use or disclose the Proprietary Information or any of the proposed terms of the Transaction for any reason or in any manner whatsoever except as may be necessary for discussing and exploring the Transaction with its Advisors. Buyer shall not give a copy of the Proprietary Information, in whole or in part, to any other person or entity. Upon the request of Seller or Xxxxx, Buyer shall promptly return to Seller or Xxxxx the Proprietary Information delivered to Buyer and all reproductions thereof; however, no such return of the Proprietary Information will affect Buyer’s obligations under this Agreement.
Covenant Not to Use or Disclose. Gallagher shall not, during or subsequent to the term of this Agreement, use any of the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Client, nor disclose any Confidential Information to any third party. It is understood that all Confidential Information shall remain the sole property of Client. Gallagher further agrees to take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information by its employees or agents.
