Handling of Proprietary Information. The Receiving Party agrees to (i) hold the Disclosing Party's Proprietary Information in strict confidence as a fiduciary and to take reasonable precautions to protect such Proprietary Information and (ii) handle the Proprietary Information in the same manner that it handles its own proprietary information of like importance, but with at least reasonable degree of care, for a period of five (5) years after the date of disclosure. LIMITATION ON DISCLOSURE: The Receiving Party shall not disclose, in whole or in part, such Proprietary Information to any third party without the prior written consent of the Disclosing Party for the period that such information is to be handled as proprietary. The Receiving Party may disclose Proprietary Information only to those of its employees who would require knowledge of such Proprietary Information for the purposes contemplated by this Agreement and who is similarly bound in writing.
Handling of Proprietary Information. The Receiving Party obligations include the following.
2.1 All Proprietary Information will neither be used, duplicated, in whole nor in part, for any purpose other than the Purpose of this Agreement as specified above, without the prior written consent of the Disclosing Party.
2.2 All Proprietary Information will be protected and kept in confidence by the Receiving Party, which shall use at least the same degree of care and safeguard as it uses to protect its own Proprietary Information of like importance.
2.3 The Receiving Party shall take reasonable precautions to prevent disclosure of the Disclosing Party's Proprietary Information to other than those employees, [consultants] and board members within the Receiving Party's organisation who have a need to know for the Purposes stated herein and shall ensure that such persons shall be bound by the provisions of this Agreement. Any release of Proprietary Information, when considered necessary, to any person other than the Receiving Party shall be approved in writing by the Disclosing Party prior to release and such approval shall include an obligation not to make further disclosures and to use the Proprietary Information solely for the Purpose of this Agreement.
2.4 If the Receiving Party becomes aware of any leak concerning Proprietary Information of the Disclosing Party, it shall immediately inform the Disclosing Party and the Parties shall attempt jointly to find a remedy to the situation. The Receiving Party shall be liable for the disclosure of Proprietary Information unless such disclosure occurs despite the exercise of the same degree of care as it usually takes to preserve and safeguard its own Proprietary Information of like importance.
2.5 Any Proprietary Information disclosed by the Disclosing Party to the Receiving Party
2.6 shall remain the property of the Disclosing Party and the Receiving Party shall, upon request of the Disclosing Party and, in any case as soon as the above Purpose is achieved, either promptly return any Proprietary Information to the Disclosing Party along with any copies and/or derivatives made, or shall certify in writing that all such Proprietary Information has been destroyed.
2.7 When Proprietary Information is no longer needed for the purpose of this Agreement, or upon written request by the Disclosing Party or upon expiry of this Agreement pursuant to Paragraph 5, whichever occurs first, all documents containing Proprietary Information and all copies thereof and all ...
Handling of Proprietary Information. A. Licensor will, after execution of this Agreement, and at Licensor's expense, except where otherwise indicated and except to the extent to which Proprietary Information has already been disclosed to Licensee, render the following services to Licensee:
1. Disclose to Licensee any additional Proprietary Information necessary for the manufacture of Licensed Products, including specifications for quality of the Licensed products;
2. Keep Licensee generally informed of new technology developed by Licensor relating to the Licensed Products, and the Licensed Apparatus.
B. Licensee shall keep in strict confidence all Proprietary Information disclosed by Licensor, notwithstanding the termination of any of the licenses and rights granted herein, shall take all reasonable precautions to prevent the unauthorized disclosure thereof and shall disclose such Proprietary Information only to officers, employees or consultants of Licensee or its authorized assigns to whom such disclosure is necessary for the production of Licensed Products. A list of all officers, employees or consultants to whom Proprietary Information has been disclosed shall be maintained by licensee and shall be available for inspection by representatives of Licensor.
Handling of Proprietary Information. (i) Except as set forth in subsection (c)(iv) and (v) hereof, Proprietary Information of a Disclosing party that is possessed by the other party ("Receiving party"), shall be:
(A) held in confidence by the Receiving party and its employees, contractors or agents;
(B) treated with the same degree of care as the Receiving party would treat its own confidential information;
(C) not be disclosed to third parties, but may be disclosed to employees, contractors, and agents who have a need to know such Proprietary Information in connection with the performance of the Services hereunder;
(D) be used by the Receiving party only for the purpose of performing its obligations under this Agreement; and
(E) be used or disclosed for other purposes only upon such terms and conditions as may be mutually agreed upon by the parties in writing.
(ii) The Receiving party shall put in place and strictly enforce procedures to ensure that its employees, contractors and agents are aware of and fulfill the obligations of the Receiving party under this Article 9 to hold the Disclosing party's Proprietary Information in confidence.
(iii) Each party acknowledges that its Proprietary Information may be commingled with Proprietary Information of the other and that each party must have access to and use of its own Proprietary Information in order to conduct its business. Accordingly, each party shall to the extent practicable, use good faith efforts to ensure that its Proprietary Information shall be masked or rendered mechanically inaccessible, to the other party. In the event that masking is not accomplished despite such efforts, access shall be provided hereunder to the commingled unmasked Proprietary Information and the Receiving party:
(A) shall use its best efforts to destroy or otherwise render unusable such information;
(B) will be bound by this Article 9 as to such information; and
(C) will not use such information for any purpose, except as required to fulfill its obligations under this Agreement.
(iv) Each party agrees to give notice to the other party of any demand to disclose or provide Proprietary Information of said other party to other persons, under lawful process, prior to disclosing or furnishing such information. The Receiving party further agrees to reasonably cooperate if the Disclosing party deems it necessary to seek protective arrangements. The Receiving party may disclose or provide Proprietary Information of the Disclosing party to a third party only as necessar...
Handling of Proprietary Information. Each party acknowledges and agrees that Corporation’ and the Contractor’s and either of its affiliates Trade Secrets and Confidential Information represent a substantial investment by Corporation and the Contractor, its parent and affiliates. Each party agrees to use any Confidential Information and Trade Secrets disclosed hereunder to the other party, solely for the purpose of performing its obligations under this Agreement and any Order issued hereunder. Each party is authorized to disclose such information only to its employees performing Services under an Order who have a need to know consistent with the purpose of this Agreement. Each party further acknowledges and agrees that any disclosure or use of any of Corporation’ or the Contractor’s or either of its affiliates Trade Secrets or Confidential Information by the non-disclosing party, except as otherwise authorized herein, would be wrongful and could cause immediate and irreparable injury to the disclosing party and its affiliates. Except as permitted under this Agreement, neither party nor any of either of its employees or other personnel or agents shall, without the express prior written consent of the disclosing party or its affiliates, redistribute, market, publish, disclose or divulge to any other person, firm or corporation, or use or modify for use, directly or indirectly in any way for anyone: (i) any of the disclosing party’s or affiliate Confidential Information during the term of this Agreement and for a period of two (2) years after the termination of this Agreement or, if later, any other agreement between Corporation, its affiliates and Contractor involving the Confidential Information; and (ii) any of the disclosing party’s Trade Secrets at any time during which such information shall constitute a Trade Secret. Corporation and the Contractor agree to exercise best efforts to ensure the continued confidentiality and exclusive ownership by the disclosing party or its affiliates of the Trade Secrets, Confidential Information and all other proprietary information known, disclosed or made available to the other party or any of its employees or other personnel or agents, as a result of this Agreement. Corporation and the Contractor further agree to notify the other party and its affiliates immediately of any unauthorized disclosure or use of any of the disclosing party’s or affiliates’ Trade Secrets or Confidential Information by the non-disclosing party or their respective personnel or ag...
Handling of Proprietary Information. Each Party agrees in relation to the other Party’s Proprietary Information to take all relevant precautions to a standard at least as high as that Party itself treats its own Proprietary Information but in any event to not less than a reasonable standard. ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
Handling of Proprietary Information. Except for information not subject to the terms and conditions herein because of its prior disclosure of permitted or consented disclosure as described below, Proprietary Information of one Party ("Disclosing Party") that is possessed by the other Party ("Receiving Party"), shall be treated in accordance with the following terms and conditions:
Handling of Proprietary Information. All Proprietary Information (including all copies thereof) shall remain the property of the disclosing Party and shall be returned to the disclosing Party after the receiving Party’s need for it has expired, or upon request of the disclosing Party. All negotiation and/or communication with the Target Company is to be made with Abstract’s knowledge and/or involvement.
Handling of Proprietary Information. Unless otherwise authorized in writing by a disclosing party, all Proprietary Information shall be maintained in confidence for five (5) years from the date of first receipt by exercising reasonable precautions to prevent its disclosure. Each party shall use reasonable efforts to limit the dissemination of Proprietary Information to its employees or to employees of its parent, subsidiaries, affiliates or companies under common control therewith, to other members of the Program Team, as well as to other third parties retained by DaimlerChrysler in conjunction with DaimlerChrysler's exercise of any of the rights granted in sub-paragraphs 3.1 and 3.2 herein, who have a need to know and who have agreed to observe equivalent obligations. The standard of care imposed on each party for protecting the Proprietary Information shall be that degree of care that it uses to protect its own confidential information of like importance. These obligations of confidentiality shall not apply to any Proprietary Information which: was rightfully in the possession of the receiving party at the time of disclosure; becomes publicly known through no wrongful act on the receiving party's part; is rightfully received from a third party; or is independently developed by the receiving party without any reliance on Proprietary Information of the disclosing party.
Handling of Proprietary Information. CONTRACTOR understands and agrees that certain materials which may be provided by AGENCIES may be classified, and may also be labeled, as proprietary confidential information (“Confidential Information”). CONTRACTOR shall comply with the following special provisions with respect to Confidential Information:
a. CONTRACTOR shall ensure that all reasonable steps are taken to prevent disclosure of the Confidential Information to any person except personnel of CONTRACTOR who have a need to know such Confidential Information for the purposes of fulfilling CONTRACTOR’s obligations hereunder, and provided that such Confidential Information shall only be used to the extent necessary to fulfill CONTRACTOR’s obligations hereunder.
b. Upon termination of this Agreement, CONTRACTOR shall return all copies of the Confidential Information directly to the AGENCIES representatives designated above.
