Common use of Disclosure of Confidential Information Clause in Contracts

Disclosure of Confidential Information. (a) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 6 contracts

Samples: Share Exchange Agreement (Sky Digital Stores Corp.), Share Exchange Agreement (Sky Digital Stores Corp.), Share Exchange Agreement (Sky Digital Stores Corp.)

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Disclosure of Confidential Information. (a) Each party shall hold and shall cause their respective representatives to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of SKYCLaw, FDH all documents and information concerning the other party furnished to it by such other party or its representatives in connection with the transactions contemplated by this Agreement, including in each case the existence of the Agreement and the Shareholders acknowledges transactions contemplated hereby or any negotiations or discussions with respect thereto (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such party or (c) later lawfully acquired from other sources, which source is not the agent of the other party, by the party to which it was furnished), and agrees that it may receive Confidential Information each party shall not release or disclose such information to any other person, except its representatives in connection with this Transaction including without limitation, Agreement. In the FDH Disclosure Schedule and event that any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for party believes that it is required to disclose any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own such confidential information of a similar nature. The Receiving Party pursuant to applicable Laws, such party shall not export any Confidential Information in any manner contrary give timely written notice to the export regulations of the governmental jurisdiction other party so that such party may have an opportunity to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek obtain a protective order or other appropriate remedy, (ii) discloses only such relief. Each party shall be deemed to have satisfied its obligations to hold confidential information as is required concerning or supplied by the governmental entity, and (iii) uses commercially reasonable efforts other party if it exercises the same care as it takes to obtain confidential treatment preserve confidentiality for any Confidential Information so disclosedits own similar information. (cb) All Save and except for transfer of rights expressly provided for under this Agreement, all Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (dc) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (ed) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 3 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement (Bonanza Goldfields Corp.), Share Exchange Agreement (Cosmos Group Holdings Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive Parties -------------------------------------- shall protect all Confidential Information in connection with this Transaction including without limitationfrom disclosure to others, using the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure same degree of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be care used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential or proprietary information of a similar nature. The Receiving Party shall not export any Confidential Information like importance, but in any manner contrary to the export regulations case using no less than a reasonable degree of care. Each of the governmental jurisdiction to which it is subject. (b) The Receiving Party Parties may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives its Affiliates who agree, in advance, in writing, to be bound by the Disclosing restrictions on disclosure and use set forth in this Section 6.9, and (ii) to its employees and consultants, and its Affiliates' employees and consultants, who have a need to know, for the purpose of this Agreement, and who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written agreement. Confidential Information shall not otherwise be disclosed to any third party without the prior written consent of the Parties; provided, however, that the Buyer may publish, -------- ------- disseminate or otherwise disclose or reveal in any manner any Business Intellectual Property Rights. In the event that a Party reasonable notice (to the extent permitted is required by law) , regulation or court order to allow disclose any Confidential Information, such Party will promptly notify the Disclosing Party other Parties in writing prior to seek making any such disclosure in order to facilitate the other Parties seeking a protective order or other appropriate remedy from the proper authority. The Parties not seeking to disclose the Confidential Information agree not to impede with the Party seeking such order or other remedy. The Party seeking to disclose the Confidential Information further agrees that if such Party is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information. The term "Confidential Information" does not include information which (i) was publicly known at the time of a Party's communication thereof to the recipient, (ii) discloses only such information as is required by becomes publicly known through no fault of the governmental entityrecipient subsequent to the time of its communication thereof to the recipient, and (iii) uses commercially reasonable efforts was in the recipient's possession free of any obligation of confidence at the time of its communication thereof to obtain confidential treatment for the recipient, (iv) is developed by the recipient independently of and without reference to any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or other information that the disclosing Party disclosed in confidence to any other breach of this Agreement third party, (v) is rightfully obtained by the Receiving Party. The Receiving recipient from third parties authorized to make such disclosure without restriction; or (vi) is identified by the disclosing Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized useas no longer proprietary or confidential. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cellstar Corp), Asset Purchase Agreement (Cellstar Corp), Asset Purchase Agreement (Cellstar Corp)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Tap Resources and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Infinity Resources Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 2 contracts

Samples: Share Exchange Agreement (Tap Resources, Inc.), Share Exchange Agreement (Tap Resources, Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH ENMI and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Buyippee Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 2 contracts

Samples: Share Exchange Agreement (Dh Enchantment, Inc.), Share Exchange Agreement (Dh Enchantment, Inc.)

Disclosure of Confidential Information. (a) Each of SKYC3.1 The disclosing party shall only disclose the confidential information to the receiving party to the extent deemed necessary or desirable by the disclosing party in its discretion. 3.2 The receiving party acknowledges that the confidential information is a valuable, FDH special and unique asset proprietary to the Shareholders acknowledges and disclosing party. 3.3 The receiving party agrees that it may receive Confidential Information will not, during or after the course of their relationship and/or the term of this agreement as described in connection with this Transaction including Clause 10, disclose the information to any other party for any reason or purpose whatsoever without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure prior written consent of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only , save in connection accordance with the Transactionprovisions of this agreement. For avoidance of doubt, in this agreement “other party” means any party other than EPPF and…………………………………their holding or subsidiary companies or agents who shall be deemed to be bound by the provisions of this agreement. 3.4 The results of receiving party undertakes not to disclose the due diligence review may not be used for confidential information to any other purpose other than in connection with party, except where the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information is disclosed to any party to whom the receiving party has assigned or transferred (or may potentially assign or transfer) any of a similar nature. The Receiving Party shall not export its rights or obligations under any Confidential Information in any manner contrary agreement(s) and provided such party has undertaken to the export regulations of the governmental jurisdiction receiving party in writing to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject adhere to the provisions of this Agreementagreement. 3.5 Notwithstanding anything to the contrary contained in this agreement the parties agree that the confidential information may be disclosed by the receiving party to its professional advisors, employees and employees of its subsidiaries on a need- to-know basis; provided that party takes whatever steps are necessary to procure that such persons agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the confidential information to other parties. The receiving part’s failure to procure the consent of such persons to abide by the terms of this agreement shall in no way detract from the receiving party’s obligations in terms of this agreement. For purposes of this clause, the Receiving Party may retain one copy of such materials in the confidentialreceiving party’s professional advisors, restricted access files employees, directors, managers and employees of its legal department for use only subsidiaries shall be deemed to be acting, in the event of a dispute arises between breach, as that party’s duly authorised agents. 3.6 The receiving party agrees: 3.6.1 not to utilise, exploit or in any other manner whatsoever use the parties related confidential information disclosed pursuant to the Transaction provisions of this agreement for any purpose whatsoever without the prior written consent of the disclosing party; 3.6.2 that the unauthorised disclosure of the confidential information to another party may cause irreparable loss, harm and only in connection with that disputedamage to the disclosing party. At the Disclosing Party’s optionAccordingly, the Receiving Party receiving party indemnifies and holds the disclosing party harmless against the loss, claim harm or damage of whatsoever nature, suffered or sustained by the disclosing party pursuant to a breach by the receiving party of the provision of this agreement. 3.6.3 not to copy or reproduce the confidential information by any means without the prior written consent of the disclosing party unless so directed by a court order or law, it being recorded that any copies shall provide written certification be and remain the property of its compliance with this Section.the disclosing party;

Appears in 2 contracts

Samples: Confidentiality Agreement, Confidentiality Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH Terra Tech and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Edible Garden Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Terra Tech Corp.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Sharing Economy and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Jebe Production Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Sharing Economy International Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH and 4.1. The Disclosing Party shall only disclose the Shareholders acknowledges and agrees that it may receive Confidential Information to the Receiving Party to the extent deemed necessary or desirable by the Disclosing Party in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s businessits discretion. 4.2. The Receiving Party may use acknowledges that the Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreementis a valuable, the Receiving Party shall not disclose Confidential Information special and unique proprietary asset to anyone without the Disclosing Party’s prior written consent. 4.3. The Receiving Party shall take all reasonable measures agrees that it will not, during or after the course of their relationship and/or the term of this agreement as described in Clause 14, disclose the information to avoid disclosure, dissemination any third party for any reason or unauthorized use of Confidential Information, including, at a minimum, those measures it takes purpose whatsoever (except to protect its own confidential information insurers and legal advisors in the event of a similar naturepossible claim) without the prior written consent of the Disclosing Party, save in accordance with the provisions of this agreement. In this agreement “third party” means any party other than the Parties. 4.4. Notwithstanding anything to the contrary contained in this agreement the Parties agree that the Confidential Information may be disclosed by the Receiving Party to other related parties (including insurers and professional advisors) on a need-to-know basis; provided that Party takes whatever steps are necessary to procure that such other related parties agree to abide by the terms of this agreement to prevent the unauthorised disclosure of the Confidential Information to third parties. For purposes of this clause, the Receiving Party’s other related Parties and employees, directors or managers shall be deemed to be acting, in the event of a breach, as that Party’s duly authorised agents. 4.5. The Receiving Party shall agrees: 4. 5.1. not export to utilise, exploit or in any other manner whatsoever use the Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject disclosed pursuant to the provisions of this Agreementagreement for any purpose whatsoever without the prior written consent of the Disclosing Party; and 4. 5.2. that the unauthorised disclosure of the Confidential Information to a third party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction indemnifies and only in connection with that dispute. At holds the Disclosing Party’s optionParty harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party shall provide written certification of its compliance with the provisions of this Sectionagreement. 5.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure of Confidential Information. (a) Each of SKYCCHCG, FDH Shanghai and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH CFDL and Shanghai Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (China 3C Group)

Disclosure of Confidential Information. (a) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. 2.1 The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose at any time without the prior written consent of the Disclosing Party: (a) utilise, copy, employ, exploit or use in any other manner any of the Confidential Information otherwise than for the Business Purpose; (b) Disclose any of the Confidential Information to anyone without any third party, other than to any of the Disclosing Receiving Party’s prior written consent's Representatives who are required in the course of their duties to receive and acquire the same and who are legally obliged to treat the Confidential Information on the same terms and conditions as contained in this Agreement. The Receiving Party shall remain primarily liable for any breach of these provisions by any of its Representatives. 2.2 The Receiving Party shall use its reasonable endeavours to minimise the risk of unauthorised disclosure or use and undertakes to take proper care and all reasonable measures to avoid disclosureprotect the confidentiality of the Confidential Information using not less than the standard of care as it applies to its own Confidential Information. 2.3 Subject to clause 2.6, dissemination or unauthorized the restrictions on use and disclosure of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party Information under clause 2.1 shall not export apply to any Confidential Information which the Receiving Party can prove: (a) Was already known to it prior to its receipt thereof from the Disclosing Party; or (b) was subsequently disclosed to it lawfully by a third party who did not obtain the same (whether directly or indirectly) from the Disclosing Party; or (c) was in the public domain at the time of receipt by the Receiving Party or has subsequently entered into the public domain other than by reason of the breach of the provisions of this Clause 2 or any manner contrary obligations of confidence owed by the Receiving Party to the export regulations Disclosing Party; or (d) It is required to be disclosed by law, regulation, order or regulators. 2.4 Information shall be subject to the obligations of confidence in this Clause 2, irrespective of whether communicated orally or in writing by the Disclosing Party or its Representatives or obtained through observations made by Representatives of the governmental jurisdiction Receiving Party at the premises of the Disclosing Party. 2.5 Confidential Information shall not be exempted under clause 2.3 from restriction under this Agreement by reason only that: (a) some or all of its features (but not the combination and/or principle thereof) are or become public knowledge or are in the possession of or become available to the Receiving Party as mentioned in clause 2.3; or (b) Such information could be derived or obtained from information which is or becomes public knowledge or is in the possession of or becomes available to the Receiving Party as mentioned in clause 2.3, if so to obtain or derive it would require substantial skill, labour or expense. 2.6 For the avoidance of doubt, no provision of this Agreement should be construed in such a way that the Disclosing Party is subject.deemed to have granted its consent to the Receiving Party to disclose the whole or any part of the Confidential Information in the event that: (a) the Receiving Party receives a request for the whole or any part of the Confidential Information in terms of the provisions of the Promotion of Access to Information Act 2 of 2000, as amended ("the Act"); or (b) The Disclosing Party has previously disclosed any of its Confidential Information to a third party in terms of the provisions of the Act or any other law or court order. 2.7 Subject to the provisions of clause 2.8, the Parties agree that the disclosure of Confidential Information by the Receiving Party otherwise than in accordance with the provisions of this Agreement shall entitle the Disclosing Party to institute action for breach of confidence against the Receiving Party as envisaged by section 65 of the Act. 2.8 The Parties acknowledge that the provisions of clause 2.7 shall not be construed in such a manner as to exclude the applicability of any other ground of refusal contained in the Act which may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided be applicable in the event that the Receiving Party (i) gives receives a request for the Disclosing Party reasonable notice (to whole or any part of the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosedin terms of the Act. (c) All Confidential Information shall remain the exclusive property 2.9 Without prejudice to any other rights or remedies of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to , the Receiving Party acknowledges and agrees that damages may not be an adequate remedy for any breach by it of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, Clause 2 and that the Receiving Disclosing Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related Group shall be entitled to the Transaction remedies of injunction, specific performance and only in connection with that dispute. At other equitable relief, for any threatened or actual breach of the Disclosing Party’s option, the Receiving Party shall provide written certification provisions of its compliance with this SectionClause 2.

Appears in 1 contract

Samples: Mutual Confidentiality and Non Disclosure Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH Totally Green and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Ever Harvest Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Ever Harvest International Group Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Sharing Economy and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Peak Equity Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Sharing Economy International Inc.)

Disclosure of Confidential Information. 2.1 The Disclosing Party may disclose Confidential Information to the other party for the Purposes in accordance with the process set out in Appendix “A”. Nothing in this Contract shall derogate from the direction given by the Commission in Procedural Update No. 1, and neither party is required to disclose any particular data or information to the other party pursuant to this Contract. 2.2 Confidential Information that is provided by the Disclosing Party, and all rights in and to such Confidential Information, shall remain the property of the Disclosing Party and shall be held by the Receiving Party for the benefit of such Disclosing Party. 2.3 Nothing in this Contract shall be construed as granting the Receiving Party any ownership, license or any other rights in respect of the Confidential Information, other than those specifically set out in this Contract. 2.4 The Receiving Party understands that the Disclosing Party makes no representation or warranty as to the accuracy, completeness, adequacy or suitability for any purpose of the Confidential Information disclosed, and that the Confidential Information is provided on an “as is” basis. The Disclosing Party shall not be liable to the Receiving Party for any errors or omissions in the Confidential Information disclosed by it under this Contract nor for the use of, or results derived from, the Confidential Information by the Receiving Party. However, the Disclosing Party shall not intentionally provide the Receiving Party with false or misleading information. 2.5 NorthPoint shall provide Manitoba Hydro with a listing of the information, including any Confidential Information (or portions thereof) upon which it intends to rely as relevant to its Complaint concurrently with its required filing of the same listing with the CER (the Relevant Information). 2.6 With respect to the Relevant Information at anytime following the conclusion of proceedings before the Commission related to the Complaint, the Disclosing Party may give written notice to the Receiving Party requiring the Receiving Party to: (a) Each promptly return or destroy, at the sole option of SKYCthe Disclosing Party, FDH and all Confidential Information which has been supplied by or on behalf of the Shareholders acknowledges and agrees that it may receive Disclosing Party; (b) delete or erase all Confidential Information in connection with this Transaction including without limitation, electronic form or incorporated into other material and use reasonable efforts to ensure that anyone to whom the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use has disclosed Confidential Information only also does so, provided however, with regard to Confidential Information in connection with electronic form, unless expressly requested by the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this AgreementDisclosing Party, the Receiving Party shall not disclose be required to review back-up tapes and destroy the same or take other extraordinary steps to delete Confidential Information from the Receiving Party’s information management or email system, rather such Confidential Information shall be held by the Receiving Party and kept subject to anyone without the terms of this Contract; and (c) confirm in writing by way of a statutory declaration executed by an officer of the Receiving Party that the obligations under this subsection 2.6 have been complied with. 2.7 With respect to any Confidential Information that is not identified as Relevant Information (the Not Relevant Information), at any time following the receipt of the listing referenced in Section 2.5, the Disclosing Party may give written notice to the Receiving Party requiring the Receiving Party to: (a) promptly return or destroy, at the sole option of the Disclosing Party’s prior written consent. The Receiving Party shall take , all reasonable measures to avoid disclosure, dissemination Not Relevant Information which has been supplied by or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations on behalf of the governmental jurisdiction to which it is subject.Disclosing Party; (b) The Receiving Party may disclose Confidential delete or erase all Not Relevant Information as required in electronic form or incorporated into other material and use reasonable efforts to comply with binding orders of governmental entities ensure that have jurisdiction over it, provided that anyone to whom the Receiving Party (i) gives the Disclosing Party reasonable notice (has disclosed Not Relevant Information also does so, provided however, with regard to the extent permitted Not Relevant Information in electronic form, unless expressly requested by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification not be required to review back-up tapes and destroy the same or take other extraordinary steps to delete Not Relevant Information from the Receiving Party’s information management or email system, rather such Not Relevant Information shall be held by the Receiving Party and kept subject to the terms of its compliance with this SectionContract; and (c) confirm in writing by way of a statutory declaration executed by an officer of the Receiving Party that the obligations under this subsection 2.7 have been complied with.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitationFrom time to time, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate will: along with its representatives, make use of the Confidential Information solely for the purpose of the Agreement or such other purposes from time to time agreed or consented to by the Disclosing Party as evidenced in every reasonable way writing limit disclosure of any Confidential Information to help its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the Disclosing Party regain possession current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; prior to making any disclosure of such Confidential Information as permitted under this Agreement, will ensure that the Representatives are under a prior written obligation to maintain such information as confidential and prevent to use such information only for the contemplated purpose; along with its further unauthorized use. (e) The Receiving Party shall return or destroy Representatives use such measures and/or procedures as it uses in relation to its own confidential information and trade secrets to hold and keep in confidence any and all tangible materials embodying such Confidential Information (in any form information and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following comply with the Disclosing Party’s written request; provided, however, that, subject to the provisions terms of this Agreement, . and not to disclose any Confidential Information received by it throughto any third parties. be solely responsible for any breach of the terms of this Agreement by any of its Representatives or the Sub-Contractors and any act or omission by any of its Representatives or the Sub-Contractors which would constitute breach of the terms of this Agreement and shall take all reasonable measures to restrain such Representatives or the Sub-Contractors from unauthorized disclosure or use of the Confidential Information and that Receiving Party acknowledges and agree that Disclosing Party shall have right to all its legal remedies directly against Receiving Party as if such breach is made by the Receiving Party may retain one copy of such materials in itself without proceeding at the confidential, restricted access files of its legal department for use only in first instance against Representatives or the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this SectionSub-Contractors.

Appears in 1 contract

Samples: Non Disclosure Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH and Party shall use the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing partyother Party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results conduct of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party Study and shall not disclose Confidential Information return to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any all written Confidential Information so disclosed. (c) All Confidential Information shall remain at the exclusive property request of the Disclosing Party. The Disclosing Neither Party shall disclose Confidential Information to any third party, without prior written consent of the other Party’s , and shall take all reasonable precautions to prevent the disclosure of Confidential Information shall to third parties. Participating Site will oblige Site Investigator and Study Team members to comply with the provisions of this Section 5. The provisions of Section 5.2. do not constitute an express or implied grant apply to any Confidential Information which: the Receiving Party can demonstrate by written records was known to the Receiving Party of any rights prior to or under receiving that Confidential Information from the Disclosing Party’s patents, copyrights, trade secrets, trademarks ; is generally known to the public or other intellectual property rights. (d) The which becomes generally known to the public through no act or omission on the part of the Receiving Party; or is lawfully obtained by the Receiving Party shall notify from sources independent of the Disclosing Party immediately upon discovery and who, to the best of any unauthorized use or their knowledge after due inquiry, have a lawful right to disclose such Confidential Information. Subject to the Receiving Party’s obligation to notify Disclosing Party of the disclosure requirement in a timely manner so that Disclosing Party may, at its own expense, take appropriate steps to protect its proprietary rights, specifically authorized is the disclosure of Confidential Information Information: under obligation of law, regulation or any court order, provided the information disclosed is necessary to comply with legal requirements, and confidentiality is maintained to other breach third parties; to the EC/IRB, Competent Authority, and representatives of this Agreement by the Receiving Party. The Receiving Party shall cooperate with health-care inspectorate or a medicines evaluation board; as part of publication of the Disclosing Party in every reasonable way to help results of the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, thatStudy based on Study Data, subject to the provisions of Section 6 of this Agreement, regarding publications and disseminations of results. Participating Site will, and will oblige Site Investigator and other Study Team members to, comply with the Receiving Party may retain one copy provisions of such materials this Section 6. Participating Site agrees that the first publication of the results of this Study shall be made according to the protocol. This first publication shall be coordinated by EAN, as described in the confidentialProtocol or SOPs. The results of the final analysis as well as all analyses that deal with the primary and secondary endpoints listed in the Protocol will be initiated and/or authorized by EAN. EAN will not use the logo or name of the Participating Site, restricted access files Site Investigator, nor of any member of the Participating Site’s Study Team, for promotional purposes or in any publicity without the prior written approval of an authorized representative of Participating Site, such approval not to be unreasonably withheld. Participating Site will not, and will ensure that the Site Investigator and Study Team members do not, use the name or logo of EAN or of any of its legal department employees, nor the name of the Study, for use only promotional purposes or in any publicity without the event a dispute arises between prior written approval of EAN, such approval not to be unreasonably withheld. The foregoing notwithstanding, Parties may disclose the parties related existence of this Agreement and the role of the other Party for financial transparency purposes, and to the Transaction comply with Applicable Laws and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this SectionRegulations or other legitimate request.

Appears in 1 contract

Samples: Study Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH Jingbo and the Shareholders Shareholder acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Xinghe Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Jingbo Technology, Inc.)

Disclosure of Confidential Information. (a) Each of SKYCCNOA, FDH FTZ and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH FTZ Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Purchase Agreement (China Organic Agriculture, Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH and Party shall use the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing partyother Party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results conduct of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party Study and shall not disclose Confidential Information return to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any all written Confidential Information so disclosed. (c) All Confidential Information shall remain at the exclusive property request of the Disclosing Party. The Disclosing Neither Party shall disclose Confidential Information to any third party, without prior written consent of the other Party’s , and shall take all reasonable precautions to prevent the disclosure of Confidential Information shall to third parties. Participating Site will oblige Site Investigator and Study Team members to comply with the provisions of this Section 5. The provisions of Section 5.2. do not constitute an express or implied grant apply to any Confidential Information which: the Receiving Party can demonstrate by written records was known to the Receiving Party of any rights prior to or under receiving that Confidential Information from the Disclosing Party’s patents, copyrights, trade secrets, trademarks ; is generally known to the public or other intellectual property rights. (d) The which becomes generally known to the public through no act or omission on the part of the Receiving Party; or is lawfully obtained by the Receiving Party shall notify from sources independent of the Disclosing Party immediately upon discovery and who, to the best of any unauthorized use or their knowledge after due inquiry, have a lawful right to disclose such Confidential Information. Subject to the Receiving Party’s obligation to notify Disclosing Party of the disclosure requirement in a timely manner so that Disclosing Party may, at its own expense, take appropriate steps to protect its proprietary rights, specifically authorized is the disclosure of Confidential Information Information: under obligation of law, regulation or any court order, provided the information disclosed is necessary to comply with legal requirements, and confidentiality is maintained to other breach third parties; to the EC/IRB, Competent Authority, and representatives of this Agreement by the Receiving Party. The Receiving Party shall cooperate with health-care inspectorate or a medicines evaluation board; as part of publication of the Disclosing Party in every reasonable way to help results of the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, thatStudy based on Study Data, subject to the provisions of Section 6. of this Agreement, regarding publications and disseminations of results. Participating Site will, and will oblige Site Investigator and other Study Team members to, comply with the Receiving Party may retain one copy provisions of such materials this Section 6. Participating Site agrees that the first publication of the results of this Study shall be made according to the protocol. This first publication shall be coordinated by EAN, as described in the confidentialProtocol or SOPs. The results of the final analysis as well as all analyses that deal with the primary and secondary endpoints listed in the Protocol will be initiated and/or authorized by EAN. EAN will not use the logo or name of the Participating Site, restricted access files Site Investigator, nor of any member of the Participating Site’s Study Team, for promotional purposes or in any publicity without the prior written approval of an authorized representative of Participating Site, such approval not to be unreasonably withheld. Participating Site will not, and will ensure that the Site Investigator and Study Team members do not, use the name or logo of EAN or of any of its legal department employees, nor the name of the Study, for use only promotional purposes or in any publicity without the event a dispute arises between prior written approval of EAN, such approval not to be unreasonably withheld. The foregoing notwithstanding, Parties may disclose the parties related existence of this Agreement and the role of the other Party for financial transparency purposes, and to the Transaction comply with Applicable Laws and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this SectionRegulations or other legitimate request.

Appears in 1 contract

Samples: Study Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH KRFG and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Powertech Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (King Resources Inc)

Disclosure of Confidential Information. (a) Each of SKYCUTVG, FDH TGD and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH TGD Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Universal Travel Group)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Cosmos and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Massive Treasure Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Cosmos Group Holdings Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Fovea Jewelry and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Gold Shiny Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Fovea Jewelry Holdings Ltd.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Kona Gold and the Shareholders Merger Sub (for purposes of this Section 5.4, either party shall be considered a “Receiving Party”) acknowledges and agrees that it may receive Confidential Information of S and S or the S and S Shareholders (for purposes of this Section 5.4, either party shall be considered a “Disclosing Party”) as a Receiving Party in connection with this Transaction including the Transactions, including, without limitation, the FDH S and S Disclosure Schedule and any information disclosed during the its due diligence process, the public disclosure of which will harm the disclosing partyDisclosing Party’s business. With respect to Kona Gold and/or Merger Sub’s receipt of such Confidential Information: (a) The Receiving Party may use Confidential Information only in connection with the TransactionTransactions. The results of the Kona Gold’s due diligence review of S and S may not be used for any other purpose other than in connection with the TransactionTransactions. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination dissemination, or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information Confidential Information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction Governmental Body to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities Governmental Bodies that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by lawLaw) to allow the Disclosing Party to seek a protective order Order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entityany Governmental Body, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks trademarks, or other intellectual property Intellectual Property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach Breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies copies, and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this AgreementAgreement (including without limitation Section 11.12), the Receiving Party may retain one copy of such materials (other than attorney-client privileged materials) in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction Transactions and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Merger Agreement (Kona Gold Beverage, Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive 2.1 Neither party is obliged to disclose its Confidential Information and a party shall have sole discretion as to the scope, nature and extent of Confidential Information it discloses and provides to the Receiving Party as it considers necessary for the Business Purpose. 2.2 A Disclosing Party shall however act in connection with this Transaction including without limitationgood faith and not knowingly disclose untrue, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. misleading or false information. 2.3 The Receiving Party may use will not, nor will it permit its employees or contractors or Affiliates or any third party who has obtained Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, from the Receiving Party shall not Party, disclose Confidential Information to anyone without any third party including but not limited to individuals or other entities or authority or public body or firm or corporation or association. A party may however disclose the Disclosing Party’s prior Confidential Information on a need-to-know basis to fulfil the Business Purpose to its parent or holding company and any Affiliates, professional advisers, contractors and employees, subject to the Receiving Party being liable for any breach of confidentiality by such persons or entities and that such persons or entities are in addition bound by an equivalent enforceable written consentduty of confidentiality. The Receiving Party shall take all reasonable measures keep a written record of third parties, employees, contractors entities, authorities, professional advisors, agents or similar to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at whom disclosure has been made and make such list available to a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. its request. 2.4 The Receiving Party shall cooperate with agrees not to itself, nor allow any other person or entity (by way of legal proceedings or injunctive release if required by Disclosing Party) to whom it has disclosed Disclosing Parties Confidential Information, utilise, disseminate, copy, employ, exploit, adapt, modify or in any other manner whatsoever use the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized useother than strictly for the Business Purpose. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure of Confidential Information. (a) Each of SKYCTerra Tech, FDH OneQor, the Shareholders, the SAFE 1 Holders and the Shareholders OneQor Post-Closing SAFE Holders (each, a “Receiving Party”) acknowledges and agrees that it may receive Confidential Information in connection with the Merger and the transactions contemplated by this Transaction Agreement from the other parties to this Agreement (the “Disclosing Party”), including without limitation, the FDH Disclosure Schedule Schedules and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing partyDisclosing Party’s business. The Receiving Party may use Confidential Information only in connection with the TransactionMerger. The results of information from the due diligence review may not be used for any other purpose other than in connection with the TransactionMerger. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent, except to the extent that the Receiving Party can show that such information (y) is generally available to and known by the public through no fault of the Receiving Party, any of its Affiliates or its respective Representatives; or (z) is lawfully acquired by the Receiving Party, any of its Affiliates or its respective Representatives from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders Orders of governmental entities a Governmental Body that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable prior notice (to the extent permitted by lawLaw) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only the portion of such information as which the Receiving Party is advised by counsel in writing is legally required to be disclosed by the governmental entitysuch Governmental Body, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure by the Receiving Party of Confidential Information or any other breach of this Agreement Section 7.1 by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every to take reasonable way steps to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal or similar department for use only in the event a dispute arises between the parties related to the Transaction Merger and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this SectionSection 7.1.

Appears in 1 contract

Samples: Merger Agreement (Terra Tech Corp.)

Disclosure of Confidential Information. (a) Each of SKYCECOH, FDH AIVtech and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH AIVtech Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Ecochild Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Evil Empire Designs and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Trendmark Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Evil Empire Designs, Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Terra Tech and the Shareholders Merger Sub acknowledges and agrees that it may receive Confidential Information of Company and Shareholders as a Receiving Party in connection with this Transaction including the Transactions, including, without limitation, the FDH Company Disclosure Schedule and any information disclosed during the its due diligence process, the public disclosure of which will harm the disclosing party’s Disclosing Party's business. With respect to Terra Tech and/or Merger Sub's receipt of such Confidential Information: (a) The Receiving Party may use Confidential Information only in connection with the TransactionTransactions. The results of the Terra Tech's due diligence review of Company may not be used for any other purpose other than in connection with the TransactionTransactions. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination dissemination, or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information Confidential Information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction Governmental Body to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by lawLaw) to allow the Disclosing Party to seek a protective order Order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entityany Governmental Body, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks trademarks, or other intellectual property Intellectual Property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies copies, and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction Transactions and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Merger Agreement (Terra Tech Corp.)

Disclosure of Confidential Information. (a) Each Any part of SKYCConfidential Information, FDH and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information Copies thereof, shall be disclosed during and accepted by the due diligence processReceiving Party against a Deed of Acceptance, in the public form shown in Annex 1 hereto, signed by the authorized representatives of the Parties or in any other way that provides exact confirmation of such disclosure and delivery (including by sending messages from authorized e-mails of which will harm the disclosing party’s businessDisclosing Party to authorized e-mails of the Receiving Party). The Receiving Party may use shall be entitled to disclose Confidential Information only without the Disclosing Party’s written consent solely in connection the following cases: to its own employees working under employment agreements with the Transaction. The results Receiving Party, and third parties (consultants, outsourced staff, etc.) that need to be engaged on a need-to-know basis, for the purposes for which Confidential Information has been provided, subject to such employees and third parties signing a non-disclosure agreements with regards to said Confidential Information and being notified that the information provided shall be deemed Confidential Information of the due diligence review may Disclosing Party; to government authorities, other state bodies, local self-governance institutions authorized to request such information by virtue of applicable law, subject to a duly executed written request for profession of the said information, in which case the Receiving Party shall not be used liable for any other purpose such disclosure and shall immediately provide a copy of said request to the Disclosing Party; to judicial authorities with the aim of protecting and exercising the Parties’ rights hereunder. In all cases other than those stated in connection with the Transaction. Except as expressly provided in Clause 3.2 of this Agreement, the Receiving Party shall not be entitled to disclose Confidential Information to anyone without third parties only subject to the Disclosing Party’s prior written consentconsent for such disclosure. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to be liable for the export regulations actions of the governmental jurisdiction persons to which it is subject. (b) The Receiving Party may disclose discloses Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions per Clause 3.2 of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of as if it were its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Sectionown actions.

Appears in 1 contract

Samples: Non Disclosure Agreement

Disclosure of Confidential Information. (a) Each of SKYCHome System Group, FDH Zhongshan City Xxxxx Appliances Co., Ltd. and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Home System)

Disclosure of Confidential Information. Each party is committed to maintaining the strictest confidence regarding all Confidential Information obtained from the other party, irrespective of the form in which it is presented. Each party agrees to: Safeguard Confidential Information by not disclosing, distributing, or sharing any portion of the Confidential Information to any third party without the explicit prior written consent of the disclosing party. This includes avoiding any informal discussions or unofficial disclosures that could inadvertently compromise the confidentiality of the information. Prohibit Unauthorised Use by not using, processing, adapting, modifying, distributing, disseminating, declaring, denying, replicating, revealing, announcing, responding to queries, or making available (anor allowing or authorising any such act by others) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with any manner that is contrary to the stipulations of this Transaction including without limitationAgreement. This includes a strict prohibition on any attempt to reverse engineer, decompile, disassemble, or otherwise convert any prototypes, software, or tangible objects that capture or represent the Confidential Information, except when such actions are permitted by applicable law. Control Access by disclosing the Confidential Information solely to Representatives on a strict "need to know" basis, and exclusively for fulfilling the Purpose. Before any disclosure, each party must take all reasonable steps to ensure that such Representatives are bound by written confidentiality obligations that are at least as protective as those stated in this Agreement. Each party shall be fully responsible for any acts or omissions by its Representatives that may result in a breach of this Agreement. Assume Responsibility for breaches of confidentiality by its Representatives, acknowledging that any such breach (actual or threatened) will be considered a breach by that party. In such an event, the FDH Disclosure Schedule party responsible for the breach agrees to immediately notify the other party of any such breach and take all reasonable steps to prevent any information disclosed during further breach and mitigate any potential adverse effects or damages resulting from such breach. This includes cooperation in any investigation and remediation. Limit Scope of Use by utilising the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only strictly for the intended Purpose as stipulated in connection with this Agreement and not exploiting the Transaction. The results of the due diligence review may not be used information for any other purpose or for its own or any third party's benefit without the prior written approval of the disclosing party. Each party also agrees not to engage in any activities that would compete with or damage the business interests of the other than in connection with party based on the Transactionuse or application of the Confidential Information. Except as expressly provided in this Agreement, Ensure Protection of the Receiving Party shall not disclose Confidential Information to anyone without with at least the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use same level of Confidential Information, including, at a minimum, those measures care that it takes employs to protect its own confidential information of a similar naturematerial, but in no case less than reasonable care, to prevent unauthorised use, dissemination, or disclosure. These measures must include appropriate security protocols. The Receiving Party shall not export commitments and restrictions detailed in this Agreement encompass all manners of disclosure and are applicable to any affiliated entities or individuals that may come into contact with the Confidential Information in any manner contrary to through or as a result of their relationship with either Party. Both parties understand that the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party other may disclose Confidential Information through its Representatives, including but not limited to the employees and contractors of both parties and their Affiliates, as required well as through consultants and/or agents. The obligations and protections set forth in this Agreement shall extend to comply and govern all such forms of disclosure. Each party shall permit the other, upon reasonable notice and during normal business hours, to audit the other party's compliance with binding orders the terms of governmental entities this Agreement. Such audits shall be conducted in a manner that have jurisdiction over it, provided does not unreasonably disrupt the audited party’s business operations. Both parties understand that the Receiving Party (i) gives obligation of confidentiality extends beyond the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach term of this Agreement by and shall continue for a period of 5 years after the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession termination of this Agreement or until such Confidential Information becomes legally and prevent its further unauthorized usepublicly known through no fault of the audited party. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Mutual Non Disclosure and Confidentiality Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitationFrom time to time, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Disclosing Party may use Confidential Information only in connection with disclose the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party will: (i) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the Service and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (iii) shall cooperate with keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (iv) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). In terms of procedure and techniques, the Confidential Information shall be disclosed to the Receiving Party: (i) in form of optical disc, containing encrypted data, which would be delivered via reputable international certified mail (return receipt requested, postage prepaid) to the address of the Representatives designated by the Receiving Party, whilst encryption instruction would be delivered via electronic mail to the same person; (i) in form of electronic document, which shall be posted on the private file server of the Disclosing Party, whilst file transfer privileges would be given to the Representatives designated by the Receiving Party via electronic mail. In terms of aforesaid, from time to time, request for delivery of the Confidential Information may be sent by the Receiving Party to the Disclosing Party in every reasonable way to help via electronic mail, containing precise information on the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving whose disclosure is requested. Each Party shall return or destroy all tangible materials embodying Confidential Information (in be responsible for any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions breach of this Agreement, the Receiving Party may retain one copy Agreement by any of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Sectiontheir respective Representatives.

Appears in 1 contract

Samples: Non Disclosure Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH MVNC and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH UWMC Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Marvion Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Evil Empire Designs and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Jade Affiliated Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Evil Empire Designs, Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH ENMI and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH DH Group Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Energy Management International Inc)

Disclosure of Confidential Information. (a) Each of SKYCE’Jxxxx, FDH NEWN, NewPower and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (New Energy Systems Group)

Disclosure of Confidential Information. (a) Each of SKYCUTVG, FDH SSD and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH SSD Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Universal Travel Group)

Disclosure of Confidential Information. (a) Each of SKYC, FDH The disclosing Party represents and the Shareholders acknowledges and agrees warrants that it may receive has the right to disclose its Confidential Information to the Receiving Party, subject to the confidentiality obligations contained in connection with this Transaction including without limitationSection. (b) During the term of this Agreement and at all times thereafter as specified in Section 6.7 Survival, the FDH Disclosure Schedule each Receiving Party: (i) shall hold Confidential Information received from a disclosing Party in confidence and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may shall use such Confidential Information only in connection with for the Transaction. The results purposes of fulfilling its obligations or exercising its rights under this Agreement and for no other purposes; (ii) shall follow all applicable security requirements, protocols, and procedures for accessing and handling such Confidential Information; and (iii) shall not disclose, provide, disseminate, or otherwise make available any Confidential Information of the due diligence review may not be used for disclosing Party to any other purpose other than in connection with third party without the Transaction. Except as express written permission of the disclosing Party, unless expressly provided permitted by items ( d) and ( f) below or elsewhere in this Agreement. (c) Subject to the requirements of Sections 6 .2.2 Safeguarding of DIR Data and 6 .3 DIR Personal Data, as applicable, each Receiving Party shall use at least the same degree of care to prevent disclosure, dissemination, and misuse of the disclosing Party's Confidential Information to third parties as the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures employs to avoid unauthorized disclosure, dissemination publication, dissemination, destruction, loss or unauthorized use alteration of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information (or information of its customers) of a similar nature. The Receiving Party shall , but not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subjectless than reasonable care. (bd) The Receiving Party may disclose Confidential Information of the disclosing Party to its employees, directors, attorneys, financial advisors, contractors, and agents (including DIR Auditors in the case of DIR) provided that: (i) such person or Entity has a need to know the Confidential Information for purposes of performing his or her obligations under or with respect to this Agreement or as otherwise naturally occurs in such person's scope of responsibility; (ii) such disclosure is made pursuant to an obligation of confidentiality upon such person or Entity that is no less stringent than that set forth in this Section, and (iii) such disclosure is not in violation of Law, the SMM, or applicable DIR Standards. (e) The Receiving Party assumes full responsibility for the acts or omissions of any person or Entity to whom it discloses Confidential Information of the disclosing Party regarding their use of such Confidential Information and must take commercially reasonable measures to protect the Confidential Information from disclosure or use in contravention of this Agreement. (f) The Receiving Party may disclose Confidential Information of the disclosing Party as required to comply with binding orders satisfy any legal requirement of governmental entities that have jurisdiction over ita competent government body, provided that that, promptly upon receiving any such request, the Receiving Party (i) gives the Disclosing Party reasonable notice (Party, to the extent permitted by law) it may legally do so, gives notice to allow the Disclosing disclosing Party of the Confidential Information to be disclosed and the identity of the third party requiring such disclosure prior to the making such disclosure in order that the disclosing Party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information. The Receiving Party shall use reasonable efforts to cooperate with the disclosing Party in its efforts to seek a protective order or other appropriate remedyremedy or, in the event such protective order or other remedy is not obtained, to obtain assurance that confidential treatment shall be accorded such Confidential Information. (g) Unless expressly permitted by this Agreement, neither Party shall: (i) make any use or copies of the Confidential Information of the other Party except as expressly contemplated by this Agreement; (ii) discloses only such information as is required by possess or acquire any right in or assert any lien against the governmental entity, and Confidential Information of the other Party, (iii) uses sell, assign, transfer, lease, encumber or otherwise dispose of or disclose the Confidential Information of the other Party to third parties or commercially reasonable efforts exploit, or permit a third party to obtain confidential treatment commercially exploit, such information, including through Derivative Work; or (iv) refuse for any Confidential Information so disclosed. reason (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express including a default or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other material breach of this Agreement by the Receiving other Party. The Receiving Party shall cooperate with ) to promptly provide the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such other Party's Confidential Information and prevent its further unauthorized use(including any copies thereof) to the other Party if requested to do so. (eh) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to Notwithstanding the provisions of this AgreementSection, the Receiving Party DIR may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related disclose Confidential Information relating to the Transaction financial or operational terms of this Agreement and/or Successful Respondent’s performance hereunder (e.g., applicable Service Levels and only measurements of Successful Respondent's performance with respect to such Service Levels) in connection with that dispute. At the Disclosing Partysolicitation of proposals for or the procurement of the same or similar services from prospective DIR Contractors provided, DIR may not disclose Confidential Information related to Successful Respondent’s optionprocesses and procedures without first securing an obligation from prospective DIR Contractors to keep such information confidential. (i) Notwithstanding the provisions of this Section, the Receiving Parties acknowledge and agree that each Party may be required to disclose Confidential Information pursuant to Chapter 552, Texas Government Code (the "Public Information Act"), that DIR and DIR Customers shall be required to and may disclose this Agreement and the terms hereof pursuant to the Public Information Act and that the Parties shall comply with the Public Information Act and with all applicable opinions of the Office of the Texas Attorney General concerning the Public Information Act. (j) Each Party shall provide written certification take all necessary steps to cause its employees, contractors and subcontractors to comply with the provisions of its compliance with this Section.Article 6

Appears in 1 contract

Samples: Master Services Agreement

Disclosure of Confidential Information. (a) Each of SKYCCHCG, FDH HSET and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH HSET Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (China 3C Group)

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Disclosure of Confidential Information. During the Term of this Agreement, each Party may disclose to the other Party confidential information. Such information of the disclosing Party hereunder, if so identified in writing by the disclosing Party to the receiving Party either pursuant to this Section 8.1 or otherwise upon disclosure to the receiving Party followed within ten (10) days thereof with a writing, shall be “Confidential Information” of the disclosing Party. During the Term of this Agreement and for a period of five (5) years thereafter, except as expressly permitted hereunder, the receiving Party shall keep confidential all such Confidential Information of the other Party and will not disclose such Confidential Information of the other Party to Third Parties by publication or otherwise. Each Party further agrees not to use Confidential Information of the other Party for any purpose other than conducting research hereunder or exercising any rights granted to it or reserved by it hereunder. Upon any termination or expiration of this Agreement, upon request, a Party shall return to a requesting Party all copies of any of such requesting Party’s Confidential Information, provided that its counsel may retain one copy for its legal files. Notwithstanding the foregoing, it is understood and agreed that the receiving Party’s obligations of confidentiality and nonuse herein shall not apply to any information which: (a) Each is, at the time of SKYCdisclosure by the disclosing Party hereunder, FDH and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitationor thereafter becomes, the FDH Disclosure Schedule and any information disclosed during the due diligence process, a part of the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results domain or publicly known or available through no fault or negligence of the due diligence review may not be used for receiving Party or any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject.Affiliates; or (b) The Receiving Party may disclose Confidential Information as required was otherwise in the receiving Party’s lawful possession prior to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required disclosure by the governmental entitydisclosing Party, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.as evidenced by a written document; or (c) All Confidential Information shall remain was independently discovered or developed by the exclusive property receiving Party or any of its Affiliates, without use of the Disclosing Party. The Disclosing other Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patentsInformation, copyrights, trade secrets, trademarks or other intellectual property rights.as can be demonstrated by competent proof; or (d) The Receiving is lawfully disclosed to the receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement its Affiliates on a non-confidential basis by a third party who is not in violation of an obligation of confidentiality to the Receiving Partydisclosing Party relative to such information. The Receiving Each Party shall cooperate may disclose information to the extent such disclosure is reasonably necessary in (i) filing for a Certificate of Re-Examination and/or maintaining the Licensed Patent, or (ii) filing, prosecuting or defending litigation or (iii) complying with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return applicable laws, regulations or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written requestcourt orders; provided, however, that, subject that if a Party is required to make any such disclosure of the provisions other Party’s Confidential Information or the terms of this Agreement, it will give reasonable advance notice to the Receiving other Party may retain one copy of such materials disclosure requirement and will use reasonable efforts to assist such other Party in the confidential, restricted access files efforts to secure confidential treatment of its legal department for use only in the event a dispute arises between the parties related such information required to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Sectionbe disclosed.

Appears in 1 contract

Samples: Exclusive Patent License Agreement (Orchid Biosciences Inc)

Disclosure of Confidential Information. (a) Each of SKYCUTVG, FDH FOI and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH FOI Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Universal Travel Group)

Disclosure of Confidential Information. (a) Each of SKYCUTVG, FDH XGN and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH XGN Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Universal Travel Group)

Disclosure of Confidential Information. (a) Each of SKYC, FDH and Notwithstanding anything to the Shareholders acknowledges and agrees that it may receive Confidential Information contrary in connection with this Transaction including without limitationSection 6, the FDH Disclosure Schedule provisions of Section 6(a) shall not apply and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose be considered to have breached its obligation under this Section 6 for disclosing Confidential Information to anyone without a third-party if such disclosure is required by law or regulation, government authority, duly authorized subpoena or court order, provided that, promptly upon receiving any such request and to the extent that it may legally do so, the Receiving Party advises Disclosing Party of the Confidential Information to be disclosed and the third-party requiring such disclosure prior to making such disclosure in order that the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures may object to avoid such disclosure, dissemination or unauthorized use take action to assure confidential handling of the Confidential Information, including, at a minimum, those measures or take such other action as it takes deems appropriate to protect its own confidential information of a similar naturethe Confidential Information. The Receiving Additionally, if either Party shall not export becomes legally compelled or required to disclose any Confidential Information in any manner contrary to a third-party, said Party will provide the export regulations of other Party with prompt notice so that the governmental jurisdiction to which it is subject. (b) The Receiving other Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedyremedy and/or waive compliance with the provisions of this Agreement, (ii) discloses at its discretion. In any event, the Party will furnish only such information as is required by that portion of the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information which it is legally required to. Upon the termination of this Agreement, the receiving party shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express promptly destroy or implied grant return all tangible and, to the Receiving Party of any rights to extent practicable, intangible material in its possession or under control embodying the Disclosing Partydisclosing party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of based upon such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly after the disclosing party makes a written request therefor, which material shall not thereafter be retained in any form by the receiving party, excluding information that must be retained based on legal and regulatory requirements. The receiving party shall promptly provide the disclosing party with a certificate from the officer responsible for overseeing such destruction or return attesting to receiving party’s compliance with this Section 6(b). Where such party is required by judicial, legislative, governmental, regulatory or self-regulatory authority or organization under applicable law or regulation or by internal corporate policies, to maintain materials and documents containing the Confidential Information following the Disclosing Party’s written request; providedtermination of this Agreement, howeversuch party shall not be required to return or destroy the materials and documents containing Confidential Information. DocuSign Envelope ID: 44D49151-3E1D-4FDF-B7E4-213F0758BC00 Notwithstanding termination of this Agreement, that, subject such party shall continue to be bound by the provisions of this Agreement, the Receiving Party may retain one copy of Section 6 so long as such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Sectionparty maintains Confidential Information.

Appears in 1 contract

Samples: Technology Contracts (Vermundi Inc.)

Disclosure of Confidential Information. (a) Each of SKYCCHID, FDH ZHUO TONG and the Shareholders acknowledges and agrees that it may receive Confidential rexxxxx Xxxfidential Information in connection with this Transaction including without limitation, the FDH UPE and ZHUO TONG Disclosure Schedule and any information disclosed during the due diligence thx xxx xxxigence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (China Digital Communication Group)

Disclosure of Confidential Information. (a) Each of SKYCCDCG, FDH E'JINIE and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Billion and E'JINIE Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Jasmines Garden)

Disclosure of Confidential Information. (a) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitationFrom time to time, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party in every reasonable way will: (a) limit disclosure of any Confidential Information to help the Disclosing Party regain possession of its directors, officers, employees, agents or representatives (collectively “Representatives”), if any, who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the Parties to which this Agreement relates, and prevent only for that purpose; (b) advise its further unauthorized use. Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (ec) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; (d) shall require such Representatives to sign written nondisclosure restrictions at least as protective as those in this Agreement; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).The Receiving Party shall be responsible for any breach of this Agreement by any of its respective Representatives and shall be responsible for obtaining fully executed nondisclosure agreements from any and all Representatives in which Receiving Party discloses any Confidential Information. Upon request by Disclosing Party, Receiving Party shall submit to Disclosing Party any and all of the fully executed Nondisclosure Agreement(s) that it has received in compliance with this provision. The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and includingnot, without limitationprior written approval of Disclosing Party, all summariesuse for Receiving Party’s own benefit, copies and excerpts publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure of Confidential Information. (a) Each of SKYCCTTG, FDH BIL and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH BTS Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Claremont Technologies Corp)

Disclosure of Confidential Information. 2.1 The Disclosing Party may disclose Confidential Information to the other party for the Purposes in accordance with the process set out in Appendix “A”. Nothing in this Contract shall derogate from the directions given by the Commission in Procedural Update No. 1 and Procedural Update No 2, but beyond what is reasonably included in those requirements, neither party is required to disclose any particular data or information to the other party pursuant to this Contract. 2.2 Confidential Information that is provided by the Disclosing Party, and all rights in and to such Confidential Information, shall remain the property of the Disclosing Party and shall be held by the Receiving Party for the benefit of such Disclosing Party. 2.3 Nothing in this Contract shall be construed as granting the Receiving Party any ownership, license or any other rights in respect of the Confidential Information, other than those specifically set out in this Contract. 2.4 The Receiving Party understands that the Disclosing Party makes no representation or warranty as to the accuracy, completeness, adequacy or suitability for any purpose of the Confidential Information disclosed, and that the Confidential Information is provided on an “as is” basis. The Disclosing Party shall not be liable to the Receiving Party for any errors or omissions in the Confidential Information disclosed by it under this Contract nor for the use of, or results derived from, the Confidential Information by the Receiving Party. However, the Disclosing Party shall not intentionally provide the Receiving Party with false or misleading information. 2.5 NorthPoint shall provide Manitoba Hydro with a listing of the Confidential Information (or portions thereof) upon which it intends to rely as relevant to its Complaint concurrently with its required filing of the same listing with the Commission; provided that nothing in this Section 2.5 shall be interpreted as precluding NorthPoint from amending such list from time to time by adding or removing certain Confidential Information to or from it, subject always to the approval of the Commission. The Confidential Information so listed is referred to herein as Relevant Information. 2.6 With respect to the Relevant Information, at anytime following the conclusion of proceedings related to the Complaint, the Disclosing Party may give written notice to the Receiving Party requiring the Receiving Party to: (a) Each promptly return or destroy, at the sole option of SKYCthe Disclosing Party, FDH and all Confidential Information which has been supplied by or on behalf of the Shareholders acknowledges and agrees that it may receive Disclosing Party; (b) delete or erase all Confidential Information in connection with this Transaction including without limitation, electronic form or incorporated into other material and use reasonable efforts to ensure that anyone to whom the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use has disclosed Confidential Information only also does so, provided however, with regard to Confidential Information in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreementelectronic form, the Receiving Party shall not disclose be required to review back-up tapes and destroy the same or take other extraordinary steps to delete Confidential Information from the Receiving Party’s information management or email system, rather such Confidential Information shall be held by the Receiving Party and kept subject to anyone without the terms of this Contract; and (c) confirm in writing by way of a statutory declaration executed by an officer of the Receiving Party that the obligations under this subsection 2.6 have been complied with. 2.7 With respect to any Confidential Information that is not identified as Relevant Information (the Not Relevant Information), at any time following the close of the evidentiary portion of the Commission proceedings relating to the Complaint the Disclosing Party may give written notice to the Receiving Party requiring the Receiving Party to: (a) promptly return or destroy, at the sole option of the Disclosing Party’s prior written consent. The Receiving Party shall take , all reasonable measures to avoid disclosure, dissemination Not Relevant Information which has been supplied by or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations on behalf of the governmental jurisdiction to which it is subject.Disclosing Party; (b) The Receiving Party may disclose Confidential delete or erase all Not Relevant Information as required in electronic form or incorporated into other material and use reasonable efforts to comply with binding orders of governmental entities ensure that have jurisdiction over it, provided that anyone to whom the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedyhas disclosed Not Relevant Information also does so, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, provided however, that, subject with regard to the provisions of this Agreement, the Receiving Party may retain one copy of such materials Not Relevant Information in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s optionelectronic form, the Receiving Party shall provide written certification not be required to review back-up tapes and destroy the same or take other extraordinary steps to delete Not Relevant Information from the Receiving Party’s information management or email system, rather such Not Relevant Information shall be held by the Receiving Party and kept subject to the terms of its compliance with this SectionContract; and (c) confirm in writing by way of a statutory declaration executed by an officer of the Receiving Party that the obligations under this subsection 2.7 have been complied with.

Appears in 1 contract

Samples: Confidentiality Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH and the Shareholders acknowledges and agrees that it may receive All Confidential Information will remain the sole property of the Disclosing Party and its confidentiality will be maintained and protected by the Receiving Party with the same degree of care as the Receiving Party uses for its own confidential and proprietary information, but in connection with this Transaction including without limitationno event, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure less than a reasonable degree of which will harm the disclosing party’s businesscare. The Receiving Party may will not use the Confidential Information only in connection with except as necessary to fulfill its obligations or to enhance the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in service experience under this Agreement, the Receiving Party shall not nor will it disclose such Confidential Information to anyone any third party during the term of this Agreement and for three years after its termination, without the prior written consent of the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required of the Disclosing Party if it is compelled by law to comply with binding orders of governmental entities that have jurisdiction over itdo so, provided that the Receiving Party (i) gives the Disclosing Party reasonable prior notice of such compelled disclosure (to the extent permitted by lawlegally permitted) to allow and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by contest the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain disclosure. Upon the exclusive property request of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to , the Receiving Party will collect and surrender, or confirm the destruction or non-recoverable data erasure of, all Confidential Information and all copies thereof, regardless of form, and any rights such destruction will be certified in writing to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) disclosing party by an authorized officer of the receiving party supervising such destruction. The Receiving Party shall notify restrictions on the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of any Confidential Information or will not apply to any other Confidential Information: (a) after it has become generally available to the public without breach of this Agreement by the Receiving Party. The ; (b) is rightfully in the Receiving Party's possession prior to disclosure as evidenced by competent written proof; (c) is independently developed by the Receiving Party shall cooperate with without reliance on the Disclosing Confidential Information; (d) is rightfully received by the Receiving Party in every reasonable way to help the Disclosing Party regain possession from a third party without a duty of such Confidential Information and prevent its further unauthorized use. confidentiality; or (e) The is disclosed under operation of law, but only to the extent of such disclosure as required by law. If the Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following is compelled by law to disclose the Disclosing Party’s written request; providedConfidential Information as part of a civil proceeding to which the Disclosing Party is a party, howeverand the Disclosing Party is not contesting the disclosure, that, subject to the provisions of this Agreement, Disclosing Party will reimburse the Receiving Party may retain one copy for its reasonable cost of compiling and providing secure access to such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this SectionConfidential Information.

Appears in 1 contract

Samples: Subscription Software Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH and Party shall use the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing partyother Party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results conduct of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party Study and shall not disclose Confidential Information return to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any all written Confidential Information so disclosed. (c) All Confidential Information shall remain at the exclusive property request of the Disclosing Party. The Disclosing Neither Party shall disclose Confidential Information to any third party, without prior written consent of the other Party’s , and shall take all reasonable precautions to prevent the disclosure of Confidential Information shall to third parties. Participating Site will oblige Site Investigator and Study Team members to comply with the provisions of this Section 5. The provisions of Section 5.2. do not constitute an express or implied grant apply to any Confidential Information which: the Receiving Party can demonstrate by written records was known to the Receiving Party of any rights prior to or under receiving that Confidential Information from the Disclosing Party’s patents, copyrights, trade secrets, trademarks ; is generally known to the public or other intellectual property rights. (d) The which becomes generally known to the public through no act or omission on the part of the Receiving Party; or is lawfully obtained by the Receiving Party shall notify from sources independent of the Disclosing Party immediately upon discovery and who, to the best of any unauthorized use or their knowledge after due inquiry, have a lawful right to disclose such Confidential Information. Subject to the Receiving Party’s obligation to notify Disclosing Party of the disclosure requirement in a timely manner so that Disclosing Party may, at its own expense, take appropriate steps to protect its proprietary rights, specifically authorized is the disclosure of Confidential Information Information: under obligation of law, regulation or any court order, provided the information disclosed is necessary to comply with legal requirements, and confidentiality is maintained to other breach third parties; to the EC/IRB, Competent Authority, and representatives of this Agreement by the Receiving Party. The Receiving Party shall cooperate with health-care inspectorate or a medicines evaluation board; as part of publication of the Disclosing Party in every reasonable way to help results of the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, thatStudy based on Study Data, subject to the provisions of Section 6 of this Agreement, regarding publications and disseminations of results. EAN will not use the Receiving Party may retain one copy logo or name of the Participating Site, Site Investigator, nor of any member of the Participating Site’s Study Team, for promotional purposes or in any publicity without the prior written approval of an authorized representative of Participating Site, such materials in approval not to be unreasonably withheld. Participating Site will not, and will ensure that the confidentialSite Investigator and Study Team members do not, restricted access files use the name or logo of EAN or of any of its legal department employees, nor the name of the Study, for use only promotional purposes or in any publicity without the event a dispute arises between prior written approval of EAN, such approval not to be unreasonably withheld. The foregoing notwithstanding, Parties may disclose the parties related existence of this Agreement and the role of the other Party for financial transparency purposes, and to the Transaction comply with Applicable Laws and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this SectionRegulations or other legitimate request.

Appears in 1 contract

Samples: Study Agreement

Disclosure of Confidential Information. (a) Each of SKYC, FDH Stony Hill and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH SHV Corp. Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Stony Hill Corp.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH TPN Nevada and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH The Pulse Network Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Pulse Network, Inc.)

Disclosure of Confidential Information. (a) Each of SKYCHOME SYSTEM GROUP, FDH HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH HOLY (H.K) LIMITED AND OCEANIC WELL PROFIT INC Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Supreme Realty Investments, Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH NNAX and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Beyond Blue Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Acquisition Agreement (New Momentum Corp.)

Disclosure of Confidential Information. (a) Each of SKYCDSFX, FDH SYCI and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH SYCI Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Diversifax Inc)

Disclosure of Confidential Information. (a) Each of SKYC, FDH and Party shall use the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing partyother Party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results conduct of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party Study and shall not disclose Confidential Information return to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any all written Confidential Information so disclosed. (c) All Confidential Information shall remain at the exclusive property request of the Disclosing Party. The Disclosing Neither Party shall disclose Confidential Information to any third party, without prior written consent of the other Party’s , and shall take all reasonable precautions to prevent the disclosure of Confidential Information shall to third parties. Participating Site will oblige Site Investigator and Study Team members to comply with the provisions of this Section 5. The provisions of Section 5.2. do not constitute an express or implied grant apply to any Confidential Information which: the Receiving Party can demonstrate by written records was known to the Receiving Party of any rights prior to or under receiving that Confidential Information from the Disclosing Party’s patents, copyrights, trade secrets, trademarks ; is generally known to the public or other intellectual property rights. (d) The which becomes generally known to the public through no act or omission on the part of the Receiving Party; or is lawfully obtained by the Receiving Party shall notify from sources independent of the Disclosing Party immediately upon discovery and who, to the best of any unauthorized use or their knowledge after due inquiry, have a lawful right to disclose such Confidential Information. Subject to the Receiving Party’s obligation to notify Disclosing Party of the disclosure requirement in a timely manner so that Disclosing Party may, at its own expense, take appropriate steps to protect its proprietary rights, specifically authorized is the disclosure of Confidential Information Information: under obligation of law, regulation or any court order, provided the information disclosed is necessary to comply with legal requirements, and confidentiality is maintained to other breach third parties; to the EC/IRB, Competent Authority, and representatives of this Agreement by the Receiving Party. The Receiving Party shall cooperate with health-care inspectorate or a medicines evaluation board; as part of publication of the Disclosing Party in every reasonable way to help results of the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, thatStudy based on Study Data, subject to the provisions of Section 6. of this Agreement, regarding publications and disseminations of results. EAN will not use the Receiving Party may retain one copy logo or name of the Participating Site, Site Investigator, nor of any member of the Participating Site’s Study Team, for promotional purposes or in any publicity without the prior written approval of an authorized representative of Participating Site, such materials in approval not to be unreasonably withheld. Participating Site will not, and will ensure that the confidentialSite Investigator and Study Team members do not, restricted access files use the name or logo of EAN or of any of its legal department employees, nor the name of the Study, for use only promotional purposes or in any publicity without the event a dispute arises between prior written approval of EAN, such approval not to be unreasonably withheld. The foregoing notwithstanding, Parties may disclose the parties related existence of this Agreement and the role of the other Party for financial transparency purposes, and to the Transaction comply with Applicable Laws and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this SectionRegulations or other legitimate request.

Appears in 1 contract

Samples: Study Agreement

Disclosure of Confidential Information. (a) Each of SKYCCHID, FDH SONO and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH GALAXY VIEW INTERNATIONAL LTD and SONO Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (China Digital Communication Group)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Sharing Economy and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH OOB HK Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Sharing Economy International Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH VOCALSCAPE and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Disclosure Schedule AZATEL DISCLOSURE SCHEDULE and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Vocalscape Networks, Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Xxxxx and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Nemo Holding Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (New Momentum Corp.)

Disclosure of Confidential Information. (a) Each of SKYCUTVG, FDH SLB and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH SLB Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s 's business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s 's prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s 's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s 's patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s 's written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s 's option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Universal Travel Group)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Folkup Development and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH Powertech Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Folkup Development Inc.)

Disclosure of Confidential Information. (a) Each of SKYC, FDH Agentix and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the FDH GSL Healthcare Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. (d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

Appears in 1 contract

Samples: Share Exchange Agreement (Agentix Corp.)

Disclosure of Confidential Information. (a) Each of SKYC3.1 The Disclosing Party shall only disclose the Confidential Information to the Receiving Party to the extent deemed necessary or desirable by the Disclosing Party at its discretion. 3.2 The Receiving Party acknowledges that the Confidential Information is a valuable, FDH special and unique asset proprietary to the Shareholders acknowledges and Disclosing Party. 3.3 The Receiving Party agrees that it may receive Confidential Information in connection with will not, during or after the course of their relationship and/or the term of this Transaction including without limitationagreement, disclose the FDH Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone any third party for any reason or purpose whatsoever without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject. (b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. (c) All Confidential Information shall remain the exclusive property consent of the Disclosing Party, save in accordance with the provisions of this agreement. For avoidance of doubt, in this agreement 'Third Party' means any party other than the Parties to this agreement (their holding and subsidiary companies or agents who shall be bound by the provisions of this agreement). 3.4 The Receiving Party undertakes to use all reasonable endeavours to ensure that its employees, officers and agents keep confidential the information disclosed to it by the Disclosing Party’s disclosure , whether disclosed before or after the date of signature of this agreement. 3.5 Notwithstanding anything to the contrary contained in this agreement, the parties agree that the Confidential Information shall not constitute an express or implied grant to may be disclosed by the Receiving Party to its professional advisors on a need-to-know basis; provided that that party takes whatever steps are necessary to procure that such professional advisors agree to abide by the terms of any rights this agreement to prevent the unauthorised disclosure of the Confidential Information to Third Parties. For purposes of this clause, the Receiving Party's professional advisors and employees, directors or under managers shall be deemed to be acting, in the Disclosing Party’s patentsevent of a breach, copyrights, trade secrets, trademarks or other intellectual property rightsas that party's duly authorised agents. (d) 3.6 The Receiving Party shall notify agrees; 3.6.1 not to utilise, exploit or in any other manner whatsoever use the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use. (e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject disclosed pursuant to the provisions of this Agreementagreement for any purpose whatsoever without the prior written consent of the Disclosing Party; 3.6.2 that the unauthorised disclosure of the Confidential Information to a Third Party may cause irreparable loss, harm and damage to the Disclosing Party. Accordingly, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction indemnifies and only in connection with that dispute. At holds the Disclosing Party’s optionParty harmless against any loss, claim, harm or damage, of whatever nature, suffered or sustained by the Disclosing Party pursuant to a breach by the Receiving Party shall provide written certification of its compliance with the provisions of this Sectionagreement.

Appears in 1 contract

Samples: Terms and Conditions

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