Common use of General Obligations Clause in Contracts

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide the Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by the JBE in writing. Removal; Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ facilities or premises without the JBE’s express prior written consent. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide the Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by the JBE in writing. Removal; /Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ Court facilities or premises without the JBECourt’s express prior written consent. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBEJUDICIAL COUNCIL’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide the Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE JUDICIAL COUNCIL owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JUDICIAL COUNCIL promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JUDICIAL COUNCIL to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by the JBE JUDICIAL COUNCIL in writing. Removal; Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ facilities or premises without the JBEJUDICIAL COUNCIL’s express prior written consent. Upon the JBEJUDICIAL COUNCIL’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JUDICIAL COUNCIL or, if so directed by the JBEJUDICIAL COUNCIL, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JUDICIAL COUNCIL in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBECourt’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide the Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE Court owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Court promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Court to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by the JBE Court in writing. Removal; Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ facilities or premises without the JBECourt’s express prior written consent. Upon the JBECourt’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Court or, if so directed by the JBECourt, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Court in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBEJCC’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide the Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE JCC owns all right, title and interest in the Confidential Information. Contractor will notify the JBE JCC promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE JCC to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by the JBE JCC in writing. Removal; Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ facilities or premises without the JBEJCC’s express prior written consent. Upon the JBEJCC’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE JCC or, if so directed by the JBEJCC, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE JCC in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide the Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE owns all right, title and interest in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by the JBE in writing. Removal; Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ facilities or premises without the JBE’s express prior written consent. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE or, if so directed by the JBE, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBE’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide the Work hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE Judicial Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Judicial Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Judicial Council to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by the JBE Judicial Council in writing. Removal; Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ facilities or premises without the JBEJudicial Council’s express prior written consent. Upon the JBEJudicial Council’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Judicial Council or, if so directed by the JBEJudicial Council, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Judicial Council in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor willshall: (a) hold all Judicial Council Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Master Agreement, and (c) refrain from disclosing or permitting others to disclose any Judicial Council Confidential Information to any Third Party third party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Judicial Council Confidential Information only to Project applicable Contractor Staff (including Subcontractors) with a need to know in order to provide the Work Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 56 (Confidential Information). The provisions of this Section 5 shall 6 (Confidential Information) will survive beyond the expiration or termination of this Master Agreement. Contractor will shall protect the Judicial Council Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE owns As between the Parties, the Judicial Council will own all right, title title, and interest in the all Judicial Council Confidential Information. Contractor will shall notify the JBE Judicial Council promptly upon learning of any unauthorized disclosure or use of Judicial Council Confidential Information and will cooperate fully with the JBE Judicial Council to protect such Judicial Council Confidential Information. Notwithstanding any provision to the contrary, Contractor will shall keep all Personal Information confidential, unless otherwise authorized by the JBE Judicial Council in writing. Removal; Return. Contractor will shall not remove any Judicial Council Confidential Information from Judicial Branch Entities’ facilities or premises without the JBEJudicial Council’s express prior written consent. Upon the JBEJudicial Council’s request and upon any termination or expiration of this Master Agreement, Contractor will promptly (a) return to the JBE Judicial Council or, if so directed by the JBEJudicial Council, destroy all Judicial Council Confidential Information (in every form and medium), and (b) certify to the JBE Judicial Council in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Recipient agrees that any Confidential Information in strict trust disclosed by Discloser under this Agreement shall be maintained as confidential and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose that Recipient shall not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining third party, except as provided below, during the JBEduration of this Agreement and for a period for [*] after the termination or expiration of this Agreement. Confidential Information disclosed to Recipient by Discloser shall be used only for the purpose of performing Recipient’s express obligations under this Agreement, and Recipient must seek prior written consent approval from Discloser for any vendors, contractors, subcontractors, and third parties that Recipient proposes to use to perform its obligations hereunder. Any such vendors, contractors, subcontractors, and third parties must be bound by a confidential disclosure agreement approved by the Discloser and containing terms equivalent to those contained herein. (b) Nothing in this Clause 12.2 shall be construed to prevent Recipient from disclosing Confidential Information of the Discloser to its Affiliates and their respective employees, officers, directors and professional advisors (for the purpose of seeking professional advice) on a case“needs-byto-case know” basis. Contractor will , provided that Recipient ensures such Confidential Information is treated as confidential by such Affiliates and their respective employees, officers, directors and professional advisors. (c) Recipient shall not have any obligation of confidentiality with respect to Confidential Information that is in the public domain by use and/or publication at the time of Recipient’s receipt from Discloser or thereafter becomes publicly available through means other than disclosure by Recipient; was already in Recipient’s possession prior to receipt from Discloser; is properly obtained by Recipient from a third party with a valid right to disclose such Confidential Information and such third party is not under any confidentiality obligation to Discloser; or is disclosed by Discloser to any third party without an obligation of confidentiality. (d) Recipient may disclose Confidential Information only to Project Staff the extent required by law. In the event that disclosure of Confidential Information is required by law, Recipient shall notify legal counsel for Discloser of such requirement within five (5) business days of learning of the disclosure requirement and shall allow Discloser an opportunity to oppose such process and seek a protective order. (e) Merial may disclose its own Confidential Information and the Confidential Information of APP as required and necessary to the applicable regulatory agency, including Subcontractors) with a need to know the U.S. FDA, in order to provide obtain Registration(s) of the Work hereunder and who Licensed Product(s); however, Confidential Information that is so disclosed shall remain Confidential Information for all other purposes. For clarity, notwithstanding anything to the contrary in this Agreement, neither Party shall have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond right to disclose Confidential Information belonging to the other Pary in any patent filings without the other Party’s prior written consent. (f) Upon the expiration or termination of this Agreement. Contractor will protect the , any and all Confidential Information from unauthorized usereceived by Recipient or in Recipient’s possession, accesscustody or control or the possession, custody or control of Recipient’s employees, officers, agents or contractors, including any documents generated or created by Recipient containing any Confidential Information, shall either be promptly returned or destroyed, as certified by Recipient, except Recipient may retain in Recipient’s confidential legal files solely for record purposes one copy of any document created or generated by Recipient containing Confidential Information. (g) Recipient shall treat as confidential and shall not disclose, publish or use (other than for purposes of this Agreement) and shall maintain as confidential, any information which constitutes Discloser’s trade secrets (whether or not the trade secrets are in written or tangible form) for as long as they remain trade secrets under applicable law. (h) Neither Party will originate any publicity, news release, public comment or other public announcement, written or oral, whether to the press, to stockholders, or disclosure otherwise, relating to this Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except for such announcement which, in accordance with the same manner as Contractor protects its own confidential advice of legal counsel to the Party making such announcement, is required by law or proprietary information the regulations of a similar naturethe securities exchange on which such Party’s securities are traded, and with no less than reasonable care and industry-standard careif any. The JBE owns all rightParty making any required announcement will, title unless prohibited by law, give the other Party an opportunity to review the form and interest content of such announcement and comment before it is made. Either party shall have the right to make such filings with governmental agencies, including the United States Securities and Exchange Commission, as to the contents and existence of this Agreement as it shall reasonably deem necessary or appropriate. (i) Notwithstanding anything in the Confidential Information. Contractor will notify the JBE promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE to protect such Confidential Information. Notwithstanding any provision this Agreement to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by any previous Confidentiality Agreements between the JBE Parties shall continue in writing. Removal; Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ facilities or premises without the JBE’s express prior written consent. Upon the JBE’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return full force pursuant to the JBE or, if so directed by terms thereunder with respect to information exchanged between the JBE, destroy all Confidential Information (in every form and medium), and (b) certify Parties prior to the JBE in writing that Contractor has fully complied with the foregoing obligationsEffective Date.

General Obligations. During the Term and at all times thereafter, Contractor will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide for performance of the Work Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 5Section. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE Judicial Council owns all right, title and interest in the Confidential Information. Contractor will notify the JBE Judicial Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Judicial Council to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor will keep all Personal Information confidential, unless otherwise authorized by the JBE in writing. Removal; Return. Contractor will not remove any Confidential Information from Judicial Branch Entities’ Council facilities or premises without the JBEJudicial Council’s express prior written consent. Upon the JBEJudicial Council’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to the JBE Judicial Council or, if so directed by the JBEJudicial Council, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Judicial Council in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor willshall: (a) hold all JCC Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Master Agreement, and (c) refrain from disclosing or permitting others to disclose any JCC Confidential Information to any Third Party third party without obtaining the JBEJCC’s express prior written consent on a case-by-case basis. Contractor will disclose JCC Confidential Information only to Project applicable Contractor Staff (including Subcontractors) with a need to know in order to provide the Work Services hereunder and who have executed a confidentiality agreement with Contractor at least as protective as the provisions of this Section 56. (Confidential Information). The provisions of this Section 5 shall 6. (Confidential Information) will survive beyond the expiration or termination of this Master Agreement. Contractor will shall protect the JCC Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE owns As between the Parties, JCC will own all right, title and interest in the JCC Confidential Information. Contractor will shall notify the JBE JCC promptly upon learning of any unauthorized disclosure or use of JCC Confidential Information and will cooperate fully with the JBE JCC to protect such JCC Confidential Information. Notwithstanding any provision to the contrary, Contractor will shall keep all Personal Information confidential, unless otherwise authorized by the JBE JCC in writing. Removal; Return. Contractor will shall not remove any JCC Confidential Information from Judicial Branch Entities’ facilities or premises without the JBEJCC’s express prior written consent. Upon the JBEJCC’s request and upon any termination or expiration of this Master Agreement, Contractor will promptly (a) return to the JBE JCC or, if so directed by the JBEJCC, destroy all JCC Confidential Information (in every form and medium), and (b) certify to the JBE JCC in writing that Contractor has fully complied with the foregoing obligations.

General Obligations. During the Term and at all times thereafter, Contractor Consultant will: (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any Third Party without obtaining the JBEJudicial Council’s express prior written consent on a case-by-case basis. Contractor Consultant will disclose Confidential Information only to Project Staff (including Subcontractors) with a need to know in order to provide the Work hereunder and who have executed a confidentiality agreement with Contractor Consultant at least as protective as the provisions of this Section 5. The provisions of this Section 5 shall survive beyond the expiration or termination of this Agreement. Contractor Consultant will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor Consultant protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care and industry-standard care. The JBE Judicial Council owns all right, title and interest in the Confidential Information. Contractor Consultant will notify the JBE Judicial Council promptly upon learning of any unauthorized disclosure or use of Confidential Information and will cooperate fully with the JBE Judicial Council to protect such Confidential Information. Notwithstanding any provision to the contrary, Contractor Consultant will keep all Personal Information confidential, unless otherwise authorized by the JBE Judicial Council in writing. Removal; Return. Contractor Consultant will not remove any Confidential Information from Judicial Branch Entities’ facilities or premises without the JBEJudicial Council’s express prior written consent. Upon the JBEJudicial Council’s request and upon any termination or expiration of this Agreement, Contractor Consultant will promptly (a) return to the JBE Judicial Council or, if so directed by the JBEJudicial Council, destroy all Confidential Information (in every form and medium), and (b) certify to the JBE Judicial Council in writing that Contractor Consultant has fully complied with the foregoing obligations.