Evaluation Material. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunder. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approval.
Appears in 2 contracts
Samples: Confidentiality Agreement (Sangstat Medical Corp), Confidentiality Agreement (Genzyme Corp)
Evaluation Material. The term "Evaluation Material" also means all information that is furnished to a Recipient or its Representatives by a party or its Representatives (the "Discloser") that concerns the Discloser, its affiliates or subsidiaries, and which is either confidential, proprietary or otherwise not generally available to the public. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement disclosure by the receiving party or its Representatives, (ii) was within the receiving party's knowledge or possession prior to its being furnished to the receiving party by or on behalf of the disclosing partyparty pursuant hereto, provided that the source of such information was not known by the receiving party to the bound by a be in breach of an applicable confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was is not known by the receiving party to be bound by a in breach of an applicable confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, or (iv) is disclosed by the disclosing party to a third party without a duty of confidentialityindependently invented, (v) is independently developed by the receiving party conceived or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed discovered by the receiving party or its Representatives with employees or agents without access to the discloser's prior written approvalEvaluation Materials.
Appears in 2 contracts
Samples: Mutual Nondisclosure Agreement (Simulation Sciences Inc), Mutual Nondisclosure Agreement (S Acquisition Corp)
Evaluation Material. The term "“Evaluation Material" ” also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. The term "“Evaluation Material" ” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's ’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such informationparty, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives recipient without use of Evaluation Material and can be proved by competent evidenceMaterial, (viv) is disclosed under operation of applicable law or regulationlaw, or (viivi) is disclosed by the receiving party recipient or its Representatives with the discloser's disclosing party’s prior written approval.
Appears in 2 contracts
Samples: Confidentiality Agreement (Business Objects S.A.), Confidentiality Agreement (Sap France S.A.)
Evaluation Material. The term "Evaluation Material" also shall be ------------------- deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. The term "Evaluation Material" does not include information on which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, Representatives (ii) was within the receiving party's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known know by the receiving party to the be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such informationparty, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives recipient without use of Evaluation Material and can be proved by competent evidenceMaterial, (vi) is disclosed under operation of applicable law or regulationlaw, or (vii) is disclosed by the receiving party recipient or its Representatives with the discloser's prior written approval.
Appears in 2 contracts
Evaluation Material. The term "“Evaluation Material" also ” shall be deemed to include all information concerning the other party (whether prepared by the disclosing party or its Representatives) which is furnished to a party or to its Representatives in connection with the parties’ evaluation of a possible Transaction, in each case by or on behalf of the disclosing party in accordance with the provisions of this Agreement. The term “Evaluation Material” also shall include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. The Notwithstanding the foregoing, the term "“Evaluation Material" ” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, ; (ii) was within the receiving party's ’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that to the receiving party’s knowledge, the source of such information is not and was not known by bound at the receiving party to the bound time of delivery by a confidentiality agreement with with, or other contractual, legal or fiduciary obligation of confidentiality to to, the disclosing party or any other party with respect to such information, party; (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than that to the disclosing party or any of its Representativesreceiving party’s knowledge, provided that such source is not and was not known by bound at the receiving party to be bound time such information becomes available by a confidentiality agreement with with, or other contractual, legal or fiduciary obligation of confidentiality to to, the disclosing party or any other party with respect to such information, ; or (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approvalMaterial.
Appears in 1 contract
Evaluation Material. The term "“Evaluation Material" also ” shall be deemed to include all information, records, notes, analyses, compilations, studies, reports, projections, forecasts, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which that contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto hereto, which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. The term "“Evaluation Material" ” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's ’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to to) the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality to to) the disclosing party or any other party with respect to such information, information or (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and provided such independent development can reasonably be proved proven by competent evidencecontemporaneous written records. For the avoidance of doubt, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed the failure by the receiving disclosing party to include any legend or other marking of the Evaluation Material as confidential or proprietary shall not be dispositive as to whether such information is Evaluation Material, provided that such information should reasonably be deemed by its Representatives with the discloser's prior written approvalnature to be confidential.
Appears in 1 contract
Samples: NICE Ltd.
Evaluation Material. The term "Evaluation Material" also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such informationparty, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives recipient without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulationMaterial, or (viiv) is disclosed by the receiving party recipient or its Representatives with the discloserdisclosing party's prior written approval.
Appears in 1 contract
Samples: Ion Beam Applications S A
Evaluation Material. The term "“Evaluation Material" ” also shall be deemed to include all notes, analyses, compilations, studies, plans, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. The term "“Evaluation Material" ” does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's ’s possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such informationparty, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives recipient without use of Evaluation Material and can be proved by competent evidenceMaterial, or (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approvallaw.
Appears in 1 contract
Samples: Confidential Disclosure Agreement
Evaluation Material. Evaluation Material, if disclosed in written ------------------- form, shall be designated in writing to be confidential or proprietary. The term "Evaluation Material" also shall be deemed to include all notes, analyses, ------------------- compilations, studies, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunderhereto. The term "Evaluation Material" does not include information which (i) ------------------- is or becomes generally available to the public other than as a result of a breach of this Agreement disclosure by the receiving party or its Representatives, (ii) was within the receiving party's possession prior to its being furnished is or becomes available to the receiving party by on a non-confidential basis from a source other than the disclosing party or on behalf any of its Representatives, provided that, to the knowledge of the disclosing receiving party, provided that the such source of such information was is not known by the receiving party to the bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iii) conveyed orally and is not related to the business or operations of a party, (iv) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records in existence prior to the time of disclosure, (v) is developed independently by the receiving party without use of or reference to the Evaluation Material of the disclosing party, or (vi) becomes available to the receiving party on a non-confidential basis from a source other than by lawful inspection or analysis of products offered for sale. Nothing herein shall constitute an admission by either party that any Evaluation Material in fact contains material nonpublic information concerning the disclosing party or any is, in fact, confidential information of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives without use of Evaluation Material and can be proved by competent evidence, (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approvalparty.
Appears in 1 contract
Samples: Electronics for Imaging Inc
Evaluation Material. The term "Evaluation Material" also shall be deemed to ------------------- include all notes, analyses, compilations, studies, plans, interpretations or other documents (whether in paper, electronic or any other form) prepared by each party or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such party or its Representatives pursuant hereto which is not available to the general public and would otherwise constitute Evaluation Material hereunderpublic. The term "Evaluation Material" does not include information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party or its Representatives, (ii) was within the receiving party's possession prior to its being furnished to the receiving party by or on behalf of the disclosing party, provided that the source of such information was not known by the receiving party to the be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such informationparty, (iii) is or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its Representatives, provided that such source was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other party with respect to such information, (iv) is disclosed by the disclosing party to a third party without a duty of confidentiality, (v) is independently developed by the receiving party or any of its Representatives recipient without use of Evaluation Material and can be proved by competent evidenceMaterial, or (vi) is disclosed under operation of applicable law or regulation, or (vii) is disclosed by the receiving party or its Representatives with the discloser's prior written approvallaw.
Appears in 1 contract
Samples: Confidential Disclosure Agreement (Oracle Corp /De/)