Common use of General Restrictions on Use and Disclosure Clause in Contracts

General Restrictions on Use and Disclosure. The Receiving Party shall not use the Confidential Information of the Disclosing Party except for the purpose of performing its obligations or exercising its rights under this Agreement. The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party shall implement at least those protections for Confidential Information that the Receiving Party takes to protect its own confidential information of a similar nature, but in any case not less than reasonable protection. The Receiving Party agrees not to distribute, disclose or disseminate in any way or form any Confidential Information to Third Parties or to employees of the Receiving Party, except that the Receiving Party may allow access to the Disclosing Party’s Confidential Information to those of its employees and subcontractors who are required to have the information to provide services under this Agreement; provided, however, that such employees and subcontractors have signed or are otherwise subject to an agreement imposing upon such person restrictions on use and disclosure of the Disclosing Party’s Confidential Information that are at least as restrictive as those in this Agreement, prior to any disclosure of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Disclosing Party’s Confidential Information to such employees or subcontractors. Upon the request of the Disclosing Party, and upon any expiration or termination of this Agreement, the Receiving Party shall promptly return all copies and embodiments of the Disclosing Party’s Confidential Information in its possession or control, or destroy it, at the Disclosing Party’s option, and shall make reasonable efforts to insure that no further use thereof is made by such Receiving Party’s employees or subcontractors.

Appears in 2 contracts

Samples: Co Development, Collaboration and Co Marketing Agreement, Co Development, Collaboration and Co Marketing Agreement (T2 Biosystems, Inc.)

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General Restrictions on Use and Disclosure. The Receiving receiving Party shall not use the Confidential Information of the Disclosing disclosing Party except for the purpose of performing its obligations or exercising its rights under this Agreement, including any licenses granted to such Party. The Receiving receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Disclosing Partydisclosing Party ’s Confidential Information. Without limiting the foregoing, the Receiving receiving Party shall implement at least those protections for Confidential Information that the Receiving receiving Party takes to protect its own confidential information Confidential Information of a similar nature, but in any case not less than reasonable protection. The Receiving receiving Party agrees not to distribute, disclose or disseminate in any way or form any Confidential Information to Third Parties or to employees of the Receiving receiving Party, except that the Receiving receiving Party may allow access to the Disclosing Partydisclosing Party ’s Confidential Information to those of its employees and subcontractors who are required to have the information to provide services under this Agreement, or to its advisors and potential investors and acquirers in connection with corporate transactions; provided, however, that such employees employees, subcontractors and subcontractors advisors have signed or are otherwise subject to an agreement imposing upon such person restrictions on use and disclosure of the Disclosing Partydisclosing Party ’s Confidential Information that are at least as restrictive as those in this Agreement, prior to any disclosure of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Disclosing Partydisclosing Party ’s Confidential Information to such employees or subcontractors. In addition, Zephyr shall be entitled to disclose to Zephyr AI Platform customers, subject to a reasonable confidentiality agreement, the Reserve Candidates and the AI Platform Results as integrated into the Zephyr AI Platform. Upon the request of the Disclosing Partydisclosing Party , and upon any expiration or termination of this Agreement, the Receiving receiving Party shall promptly return all copies and embodiments of the Disclosing Partydisclosing Party ’s Confidential Information in its possession or control, or destroy it, at the Disclosing Partydisclosing Party ’s option, and shall make reasonable efforts Reasonable Efforts to insure that no further use thereof is made by such Receiving receiving Party’s employees or subcontractors, provided, however, that the receiving Party may retain one copy of the disclosing Party ’s Confidential Information in a secure location for the sole purpose of monitoring its obligations hereunder.

Appears in 1 contract

Samples: Joint Research Agreement (NexImmune, Inc.)

General Restrictions on Use and Disclosure. The Receiving Party shall not use the Confidential Information of the Disclosing Party except for the purpose of performing its obligations or exercising its rights under this Agreement. The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party shall implement at least those protections for Confidential Information that the Receiving Party takes to protect its own confidential information of a similar nature, but in any case not less than reasonable protection. The Receiving Party agrees not to distribute, disclose or disseminate in any way or form any Confidential Information to Third Parties or to employees of the Receiving Party, except that the Receiving Party may allow access to the Disclosing Party’s Confidential Information to those of its employees and subcontractors who are required to have the information to provide services under this Agreement, or to its advisors and potential investors and acquirers in connection with corporate transactions; provided, however, that such employees employees, subcontractors and subcontractors advisors have signed or are otherwise subject to an agreement imposing upon such person restrictions on use and disclosure of the Disclosing Party’s Confidential Information that are at least as restrictive as those in this Agreement, prior to any disclosure of the Disclosing Party’s Confidential Information to such employees or subcontractors. Upon the request of the Disclosing Party, and upon any expiration or termination of this Agreement, the Receiving Party shall [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Disclosing Party’s Confidential Information to such employees or subcontractors. Upon the request of the Disclosing Party, and upon any expiration or termination of this Agreement, the Receiving Party shall promptly return all copies and embodiments of the Disclosing Party’s Confidential Information in its possession or control, or destroy it, at the Disclosing Party’s option, and shall make reasonable efforts to insure that no further use thereof is made by such Receiving Party’s employees or subcontractors.

Appears in 1 contract

Samples: Co Development Partnership Agreement (T2 Biosystems, Inc.)

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General Restrictions on Use and Disclosure. The Receiving Party shall not use the Confidential Information of the Disclosing Party except for the purpose of performing its obligations or exercising its rights under this Agreement. The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Without limiting the foregoing, the Receiving Party shall implement at least those protections for Confidential Information that the Receiving Party takes to protect its own confidential information of a similar nature, but in any case not less than reasonable protection. The Receiving Party agrees not to distribute, disclose or disseminate in any way or form any Confidential Information to Third Parties or to employees of the Receiving Party, except that the Receiving Party may allow access to the Disclosing Party’s Confidential Information to those of its employees and subcontractors who are required to have the information to provide services under this Agreement; provided, however, that such employees and subcontractors have signed or are otherwise subject to an agreement imposing upon such person restrictions on use and disclosure of the Disclosing Party’s Confidential Information that are at least as restrictive as those in this Agreement, prior to any disclosure of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Disclosing Party’s Confidential Information to such employees or subcontractors. Upon the request of the Disclosing Party, and upon any expiration or termination of this Agreement, the Receiving Party shall promptly return all copies and embodiments of the Disclosing Party’s Confidential Information in its possession or control, or destroy it, at the Disclosing Party’s option, and shall make reasonable efforts to insure that no further use thereof is made by such Receiving Party’s employees or subcontractors.

Appears in 1 contract

Samples: Co Development, Collaboration and Co Marketing Agreement (T2 Biosystems, Inc.)

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