Common use of Intellectual Property and Confidential Information Clause in Contracts

Intellectual Property and Confidential Information. 16.1 All rights to patents, trade names, trademarks, technical and commercial information, data regarding processes and know-how, and all other data of B which Distributor may gain or have access to pursuant to this Agreement, shall remain the property of B subject only to a license hereby granted to Distributor to carry out the terms of this Agreement, which license shall immediately lapse upon termination or expiration of this Agreement for any reason. Distributor shall acquire no other interest in such property and shall not contest nor act or omit to act in any way which might prejudice such rights. 16.2 Distributor shall use the B name and trademarks only in the form approved by B and only with an acknowledgement that such name and trademark belongs to Xxxxxx. 16.3 Distributor shall not: make modifications to the Products or their packaging; alter, remove or tamper with any trademark, trade name numbers, or other means of identification used on or in relation to the Products; use a Product’s trademark on anything which may prejudice its distinctiveness or validity or Xxxxxx’x goodwill; use in relation to the Product any trademark other than B’s trademark without B’s prior written consent; use in the Territory any trademark or trade name of B as to be likely to cause confusion or deception; do or authorize any third party to do any act which would or may invalidate or be inconsistent with any intellectual property of B, or omit or authorize any third party to omit to do any act which by its omission would have the same effect or character; or apply for registration of the Product’s trademark itself. 16.4 Distributor shall promptly and fully notify B of any actual, threatened or suspected infringement of any of B’s intellectual property which comes to the attention of Distributor, and of any claim by any third party so coming to its attention that the sale of the Products infringes any rights of any other person and Distributor shall at the request and expense of B do all such things as may be reasonably required to assist B in taking or resisting any proceedings in relation to any such infringement or claim. 16.5 B and Distributor acknowledge that during the term of this Agreement either Party may acquire, either from the other Party or otherwise, information of a technical or commercial nature, which information shall be of a confidential nature or in the nature of trade secrets, know-how or other confidential information (“Confidential Information”). B and Distributor shall during the term of this Agreement and following termination or expiration thereof, howsoever caused, hold in confidence and will not communicate or divulge to any other person and will not use for the benefit of any third person any Confidential Information which may come into its possession, except for any necessary disclosure to government authorities, in which case the disclosing Party shall notify the other Party prior to the disclosure with sufficient opportunity to object to the disclosure. Any copies of such disclosure must be given to the other Party within fourteen (14) days of disclosure. B and Distributor shall ensure that each of its employees protect the Confidential Information in the same manner that it would protect its own confidential information of a similar nature. Upon termination of this Agreement, however caused, B and Distributor shall each forthwith return to the other any physical manifestations of such information then or thereafter in its possession or control. The foregoing obligations of confidentiality and non-use shall not apply to the information that: was known to the receiving Party prior to its receipt from the disclosing Party; or is known to the general public prior to its receipt from the disclosing Party or subsequently becomes known to the public through no fault of the receiving Party; or is obtained by the receiving Party from a third party who is not under an obligation of confidentiality and has a lawful right to make such disclosure. 16.6 Distributor shall not directly or indirectly utilize any promotion or marketing information obtained from or through B except with B’s prior written consent. Distributor shall not use such information in any present or future dealing, distribution, promotion or marketing of any competitive products or any products bearing a trademark or trade name identical, similar to or potentially conflicting with any of the trademarks or trade names of Xxxxxx, whether or not registered in the Territory.

Intellectual Property and Confidential Information. 16.1 All rights to patents, trade names, trademarks, technical (a) The Constituent Corporations Disclosure Schedule accurately describes: (i) all registered and commercial information, data regarding processes unregistered business names and know-how, and Trademarks; (ii) all other data of B which Distributor may gain or have access to pursuant to this Agreement, shall remain the property of B subject only to a license hereby granted to Distributor to carry out the terms of this Agreement, which license shall immediately lapse upon termination or expiration of this Agreement for any reason. Distributor shall acquire no other interest in such property and shall not contest nor act or omit to act in any way which might prejudice such rights.registered Patents; and 16.2 Distributor shall use the B name and trademarks only in the form approved by B and only with an acknowledgement that such name and trademark belongs to Xxxxxx. 16.3 Distributor shall not: make modifications to the Products or their packaging; alter, remove or tamper with any trademark, trade name numbers, or other means of identification used on or in relation to the Products; use a Product’s trademark on anything which may prejudice its distinctiveness or validity or Xxxxxx’x goodwill; use in relation to the Product any trademark other than B’s trademark without B’s prior written consent; use in the Territory any trademark or trade name of B as to be likely to cause confusion or deception; do or authorize any third party to do any act which would or may invalidate or be inconsistent with any intellectual property of B, or omit or authorize any third party to omit to do any act which by its omission would have the same effect or character; or apply (iii) all applications for registration of Trademarks, Patents; which will be as at the Product’s trademark itselfSettlement Date owned or used by the Constituent Corporations in connection with the Business. 16.4 Distributor shall promptly (b) (Right and fully notify B title): As at the Execution Date and the Settlement Date: (i) BCBC has been legally and validly granted the exclusive right and licence (as a licensee) to the Technology throughout the world pursuant to the Licence Agreement; (ii) BCBC has not granted any sub- licence to Commercialise the Technology to any Person (other than to the Bayan Joint Venture Company and River Energy JV Limited); and (iii) neither White Energy nor the Constituent Corporations will have assigned or disposed of any actualright, title or interest in the Intellectual Property Rights. (c) (Legally and beneficially owned): The Intellectual Property Rights: (i) will as at the Settlement Date and pursuant to the Head Licenses be legally vested in the Constituent Corporations (as a sub-licensee), if required; (ii) to the best of White Energy’s knowledge, information and belief, are not being presently infringed, nor are they the subject of any dispute, litigation or expungement application (whether threatened or suspected infringement otherwise); and (iii) are not subject to any licence or authority in favour of any of B’s intellectual property which comes to the attention of Distributorthird Person, and the exercise of any claim by any third party so coming to its attention that them does not infringe the sale of the Products infringes any rights of any other person and Distributor shall at the request and expense of B do all such things as may be reasonably required to assist B in taking or resisting any proceedings in relation to any such infringement or claimPerson. 16.5 B (d) (Confidential Information): There has not been any misuse or unauthorised disclosure of any Confidential Information. (e) (Head Licence): The Head Licences are valid, binding and Distributor acknowledge enforceable in accordance with its terms. Each of White Energy and the Constituent Corporations, as applicable, has complied at all times with the terms of the Head Licences, and no act or omission has occurred which would entitle the licensor under the Head Licences to terminate that during Head Licences. (f) (No use by other Persons): Neither White Energy nor the term Constituent Corporations is aware of this Agreement either Party may acquire, either from any use by any other Person of any business name or trade xxxx owned or used by the Constituent Corporations. (g) (No infringement of other Party or otherwiseright): To the best of White Energy’s knowledge, information and belief, none of a technical or commercial nature, which information shall be of a confidential nature or in the nature of trade secrets, know-how Intellectual Property Rights or other confidential information (“Confidential Information”). B and Distributor shall during processes now or at any time employed, or the term products now or at any time produced by White Energy or the Constituent Corporations, constitutes or may constitute an unauthorised infringement of this Agreement and following termination or expiration thereof, howsoever caused, hold in confidence and will not communicate or divulge to any intellectual property rights of any other person and will not use for the benefit of any third person any Confidential Information which may come into its possession, except for any necessary disclosure to government authorities, in which case the disclosing Party shall notify the other Party prior to the disclosure with sufficient opportunity to object to the disclosure. Any copies of such disclosure must be given to the other Party within fourteen (14) days of disclosure. B and Distributor shall ensure that each of its employees protect the Confidential Information in the same manner that it would protect its own confidential information of a similar nature. Upon termination of this Agreement, however caused, B and Distributor shall each forthwith return to the other any physical manifestations of such information then or thereafter in its possession or control. The foregoing obligations of confidentiality and non-use shall not apply to the information that: was known to the receiving Party prior to its receipt from the disclosing Party; or is known to the general public prior to its receipt from the disclosing Party or subsequently becomes known to the public through no fault of the receiving Party; or is obtained by the receiving Party from a third party who is not under an obligation of confidentiality and has a lawful right to make such disclosurePerson. 16.6 Distributor shall not directly or indirectly utilize any promotion or marketing information obtained from or through B except with B’s prior written consent. Distributor shall not use such information in any present or future dealing, distribution, promotion or marketing of any competitive products or any products bearing a trademark or trade name identical, similar to or potentially conflicting with any of the trademarks or trade names of Xxxxxx, whether or not registered in the Territory.

Intellectual Property and Confidential Information. 16.1 All rights to patents, trade names, trademarks, technical and commercial information, data regarding processes and know-how, and all other data of B which Distributor may gain or have access to pursuant to this Agreement, shall remain the property of B Xxxxxx subject only to a license hereby granted to Distributor to carry out the terms of this Agreement, which license shall immediately lapse upon termination or expiration of this Agreement for any reason. Distributor shall acquire no other interest in such property and shall not contest nor act or omit to act in any way which might prejudice such rights. 16.2 Distributor shall use the B name and trademarks only in the form approved by B and only with an acknowledgement that such name and trademark belongs to Xxxxxx. 16.3 Distributor shall not: make modifications to the Products or their packaging; alter, remove or tamper with any trademark, trade name numbers, or other means of identification used on or in relation to the Products; use a Product’s trademark on anything which may prejudice its distinctiveness or validity or Xxxxxx’x goodwill; use in relation to the Product any trademark other than B’s trademark without B’s Xxxxxx’x prior written consent; use in the Territory any trademark or trade name of B as to be likely to cause confusion or deception; do or authorize any third party to do any act which would or may invalidate or be inconsistent with any intellectual property of B, or omit or authorize any third party to omit to do any act which by its omission would have the same effect or character; or apply for registration of the Product’s trademark itself. 16.4 Distributor shall promptly and fully notify B Xxxxxx of any actual, threatened or suspected infringement of any of B’s Xxxxxx’x intellectual property which comes to the attention of Distributor, and of any claim by any third party so coming to its attention that the sale of the Products infringes any rights of any other person and Distributor shall at the request and expense of B Xxxxxx do all such things as may be reasonably required to assist B Xxxxxx in taking or resisting any proceedings in relation to any such infringement or claim. 16.5 B and Distributor acknowledge that during the term of this Agreement either Party may acquire, either from the other Party or otherwise, information of a technical or commercial nature, which information shall be of a confidential nature or in the nature of trade secrets, know-how or other confidential information (“Confidential Information”). B and Distributor shall during the term of this Agreement and following termination or expiration thereof, howsoever caused, hold in confidence and will not communicate or divulge to any other person and will not use for the benefit of any third person any Confidential Information which may come into its possession, except for any necessary disclosure to government authorities, in which case the disclosing Party shall notify the other Party prior to the disclosure with sufficient opportunity to object to the disclosure. Any copies of such disclosure must be given to the other Party within fourteen (14) days of disclosure. B and Distributor shall ensure that each of its employees protect the Confidential Information in the same manner that it would protect its own confidential information of a similar nature. Upon termination of this Agreement, however caused, B and Distributor shall each forthwith return to the other any physical manifestations of such information then or thereafter in its possession or control. The foregoing obligations of confidentiality and non-use shall not apply to the information that: was known to the receiving Party prior to its receipt from the disclosing Party; or is known to the general public prior to its receipt from the disclosing Party or subsequently becomes known to the public through no fault of the receiving Party; or is obtained by the receiving Party from a third party who is not under an obligation of confidentiality and has a lawful right to make such disclosure. 16.6 Distributor shall not directly or indirectly utilize any promotion or marketing information obtained from or through B except with B’s prior written consent. Distributor shall not use such information in any present or future dealing, distribution, promotion or marketing of any competitive products or any products bearing a trademark or trade name identical, similar to or potentially conflicting with any of the trademarks or trade names of Xxxxxx, whether or not registered in the Territory.

Intellectual Property and Confidential Information. 16.1 All rights 7.1 Supplier acknowledges and agrees that Buyer is and remains at all times the exclusive owner of all rights, title and interest in and to patentsthe intellectual property embodied in the Vxxxx Goods, trade namesincluding their packaging, labels and tags, the VXXXX trademark and any stylized version thereof, including without limitation the and stylized marks (collectivley, the “Vxxxx Xxxxx”), and any other copyrights, trademarks, technical and commercial information, data regarding processes and know-how, and all rights of publicity or other data of B which Distributor may gain or have access to intellectual property used by Supplier pursuant to this AgreementAgreement and the Confidential Information in any form or embodiment thereof and any goodwill that has or which becomes attached thereto 7.2 This Agreement does not grant or create any general authority in Supplier or any Reseller to produce, shall remain sell, distribute, or otherwise dispose of any goods incorporating any of the property Intellectual Property or any items, which Buyer deems confusingly similar thereto. Authority to use any of B subject the Intellectual Property or to apply such Intellectual Property to products is granted only by and limited to a license hereby granted to Distributor to carry out the terms Vxxxx Orders and as otherwise provided in Article 6 of this Agreement. Any authority granted by any Vxxxx Order is deemed terminated when the Vxxxx Order has been fully performed by both Parties, which license is otherwise revoked or terminated prior to delivery of the Vxxxx Goods to Supplier in accordance with any terms of revocation or cancelation applicable to the Supplier Order with Vendor, or, in the event of a Payment Default, upon Supplier’s completion of its Right of Resale. Except for de minimis production overages, any Vxxxx Goods manufactured for or purchased by Supplier in excess of the quantity designated in a Vxxxx Order shall immediately lapse upon be and are hereby deemed counterfeit. 7.3 Except as required to perform hereunder, the Parties shall not disclose, use, appropriate, disseminate, copy, modify or recreate, directly or indirectly and shall prevent their respective directors, officers, employees, agents and independent contractors (“Personnel”) from using, disseminating, copying, modifying, appropriating or recreating, whether directly or indirectly, any of the other Party’s Confidential Information. By way of example, but not limitation, Supplier shall not at any time use any of the information related to pricing or sourcing of Vxxxx Goods for its own benefit, including discussing the same with any Vendors, regardless of whether those vendors are, at the time of Supplier’s disclosure, already in possession of such information. Except as otherwise necessary for Supplier to exercise Supplier’s Right of Resale, within thirty (30) days after the termination or expiration of this Agreement for Agreement, the Parties shall return to one another or destroy, at the other Party’s request and under its supervision, any reason. Distributor shall acquire no other interest in such property and shall not contest nor act or omit to act in any way which might prejudice such rights. 16.2 Distributor shall use the B name and trademarks only in the form approved by B and only with an acknowledgement that such name and trademark belongs to Xxxxxx. 16.3 Distributor shall not: make modifications to the Products or their packaging; alter, remove or tamper with any trademark, trade name numbers, or other means of identification used on or in relation to the Products; use a Product’s trademark on anything which may prejudice its distinctiveness or validity or Xxxxxx’x goodwill; use in relation to the Product any trademark other than B’s trademark without B’s prior written consent; use in the Territory any trademark or trade name of B as to be likely to cause confusion or deception; do or authorize any third party to do any act which would or may invalidate or be inconsistent with any intellectual property of B, or omit or authorize any third party to omit to do any act which by its omission would have the same effect or character; or apply for registration all of the Productother Party’s trademark itself. 16.4 Distributor shall promptly and fully notify B of any actual, threatened or suspected infringement of any of B’s intellectual property which comes to the attention of Distributor, and of any claim by any third party so coming to its attention that the sale of the Products infringes any rights of any other person and Distributor shall at the request and expense of B do all such things as may be reasonably required to assist B in taking or resisting any proceedings in relation to any such infringement or claim. 16.5 B and Distributor acknowledge that during the term of this Agreement either Party may acquire, either from the other Party or otherwise, information of a technical or commercial nature, which information shall be of a confidential nature or in the nature of trade secrets, know-how or other confidential information (“Confidential Information”). B and Distributor shall during the term of this Agreement and following termination or expiration thereof, howsoever caused, hold in confidence and will not communicate or divulge to any other person and will not use for the benefit of any third person any Confidential Information which may come into its possession, except for any necessary disclosure to government authorities, in which case the disclosing Party shall notify the other Party prior to the disclosure with sufficient opportunity to object to the disclosure. Any copies of such disclosure must be given to the other Party within fourteen (14) days of disclosure. B and Distributor shall ensure that each of its employees protect the Confidential Information in the same manner that it would protect its own confidential information of a similar nature. Upon termination of this Agreement, however caused, B and Distributor Supplier shall each forthwith return to Buyer and/or destroy at Buyer’s request and under Buyer’s supervision the Intellectual Property and/or any renderings of the Vxxxx Goods in any form in Supplier’s then current possession. As used herein, “Confidential Information” shall mean all proprietary and confidential information and trade secrets of the Parties and their respective subsidiaries and affiliated companies about their respective businesses, including, without limitation, designs, drawings and graphics and information about colors, fabrics and other any physical manifestations of materials, Vendor identity, Vendor lists, factory and Vendor pricing, new and modified products, financial and business data and plans and related reports, production facility inspection procedures, forms/reports, guidelines and training, legal and inspection documents and related correspondence, documents and information; provided such information then or thereafter in its possession or control. The foregoing obligations was obtained solely as a result of confidentiality and non-use shall not apply to the exchange of information that: was known to the receiving Party prior to its receipt from the disclosing Party; or is known to the general public prior to its receipt from the disclosing Party or subsequently becomes known to the public through no fault of the receiving Party; or is obtained by the receiving Party from a third party who is not under an obligation of confidentiality and has a lawful right to make such disclosurethis Agreement. 16.6 Distributor shall not directly or indirectly utilize any promotion or marketing information obtained from or through B except with B’s prior written consent. Distributor shall not use such information in any present or future dealing, distribution, promotion or marketing of any competitive products or any products bearing a trademark or trade name identical, similar to or potentially conflicting with any of the trademarks or trade names of Xxxxxx, whether or not registered in the Territory.

Intellectual Property and Confidential Information. 16.1 5.1 All rights to patentsideas, trade namesinventions and other developments or improvements conceived by the Company, trademarksalone or with others, technical and commercial information, data regarding processes and know-how, and all other data of B which Distributor may gain or have access to pursuant to this Agreement, shall remain the property of B subject only to a license hereby granted to Distributor to carry out the terms of this Agreement, which license shall immediately lapse upon termination or expiration of this Agreement for any reason. Distributor shall acquire no other interest in such property and shall not contest nor act or omit to act in any way which might prejudice such rights. 16.2 Distributor shall use the B name and trademarks only in the form approved by B and only with an acknowledgement that such name and trademark belongs to Xxxxxx. 16.3 Distributor shall not: make modifications to the Products or their packaging; alter, remove or tamper with any trademark, trade name numbers, or other means of identification used on or in relation to the Products; use a Product’s trademark on anything which may prejudice its distinctiveness or validity or Xxxxxx’x goodwill; use in relation to the Product any trademark other than B’s trademark without B’s prior written consent; use in the Territory any trademark or trade name of B as to be likely to cause confusion or deception; do or authorize any third party to do any act which would or may invalidate or be inconsistent with any intellectual property of B, or omit or authorize any third party to omit to do any act which by its omission would have the same effect or character; or apply for registration of the Product’s trademark itself. 16.4 Distributor shall promptly and fully notify B of any actual, threatened or suspected infringement of any of B’s intellectual property which comes to the attention of Distributor, and of any claim by any third party so coming to its attention that the sale of the Products infringes any rights of any other person and Distributor shall at the request and expense of B do all such things as may be reasonably required to assist B in taking or resisting any proceedings in relation to any such infringement or claim. 16.5 B and Distributor acknowledge that during the term of this Agreement either Party may acquire, either from which: (i) directly or indirectly relate to those matters for which the other Party or otherwise, information Company is to provide services under the provisions of a technical or commercial nature, which information shall be of a confidential nature or in the nature of trade secrets, know-how or other confidential information (“Confidential Information”). B and Distributor shall during the term of this Agreement and following termination or expiration thereof, howsoever caused, hold in confidence and will not communicate or divulge Section 2 hereinabove; ii) relate to any other person matters for which the Company shall render services under the provisions of this Agreement; or (iii) are made, conceived, developed or improved by the Company shall become the exclusive property of HJLA. The Company shall provide without any additional compensation such specific documents or record as HJLA may request to perfect HJLA’s rights, whether by patent application or otherwise. 5.2 The Company agrees that the Company shall not, without the prior written consent of HJLA, disclose to anyone, excepting authorized HJLA personnel, any “confidential information” derived in the course of the Company’s services hereunder and will shall not use for such “confidential information” on behalf of the benefit of any third person any Confidential Information which may come into its possession, except for any necessary disclosure Company. The Company’s obligation to government authorities, in which case respect such property right and “confidential information” obligation shall survive the disclosing Party shall notify the other Party prior to the disclosure with sufficient opportunity to object to the disclosure. Any copies of such disclosure must be given to the other Party within fourteen (14) days of disclosure. B and Distributor shall ensure that each of its employees protect the Confidential Information in the same manner that it would protect its own confidential information of a similar nature. Upon termination of this Agreement, however caused, B and Distributor shall each forthwith return to the other any physical manifestations of remain in effect so long as such information then or thereafter shall be confidential as to HJLA and shall terminate in its possession or control. The foregoing obligations the event such information shall become part of confidentiality and non-use shall not apply to the information that: was known to the receiving Party prior to its receipt from the disclosing Party; or is known to the general “public prior to its receipt from the disclosing Party or subsequently becomes known to the public domain” through no fault or act of the receiving Party; Company. 5.3 It is contemplated that from time to time HJLA may deliver and disclose to the Company information which HJLA shall deem to be “confidential information” and to which HJLA may claim a property right. For purposes of this Agreement, “confidential information” shall consist of any information delivered to the Company, including records and documents, which HJLA shall designate as “confidential information” or any information which the Company shall reasonably believe is obtained deemed confidential or proprietary to HJLA. All “confidential information” shall be respected by the receiving Party from a third party who is not under an obligation Company as confidential, and all records and documents, including all copies, which shall be “confidential information”, shall be returned and delivered to HJLA after date of confidentiality and has a lawful right to make such disclosuretermination of this Agreement. 16.6 Distributor shall not directly or indirectly utilize any promotion or marketing information obtained from or through B except with B’s prior written consent. Distributor shall not use such information in any present or future dealing, distribution, promotion or marketing of any competitive products or any products bearing a trademark or trade name identical, similar to or potentially conflicting with any of the trademarks or trade names of Xxxxxx, whether or not registered in the Territory.

Intellectual Property and Confidential Information. 16.1 All rights to patents, trade names, trademarks, technical (a) OCTL and commercial information, data regarding processes and know-how, and all other data of B which Distributor may gain or have access to pursuant to this Agreement, shall remain the property of B subject only to a license hereby granted to Distributor to carry out the terms of this Agreement, which license shall immediately lapse upon termination or expiration of this Agreement for any reason. Distributor shall acquire no other interest in such property and shall not contest nor act or omit to act in any way which might prejudice such rights. 16.2 Distributor shall use the B name and trademarks only in the form approved by B and only with an acknowledgement that such name and trademark belongs to Xxxxxx. 16.3 Distributor shall not: make modifications to the Products or their packaging; alter, remove or tamper with any trademark, trade name numbers, or other means of identification used on or in relation to the Products; use a Product’s trademark on anything which may prejudice its distinctiveness or validity or Xxxxxx’x goodwill; use in relation to the Product any trademark other than B’s trademark without B’s prior written consent; use in the Territory any trademark or trade name of B as to be likely to cause confusion or deception; do or authorize any third party to do any act which would or may invalidate or be inconsistent with any intellectual property of B, or omit or authorize any third party to omit to do any act which by its omission would have the same effect or character; or apply for registration of the Product’s trademark itself. 16.4 Distributor shall promptly and fully notify B of any actual, threatened or suspected infringement of any of B’s intellectual property which comes to the attention of Distributor, and of any claim by any third party so coming to its attention that the sale of the Products infringes any rights of any other person and Distributor shall at the request and expense of B do all such things as may be reasonably required to assist B in taking or resisting any proceedings in relation to any such infringement or claim. 16.5 B and Distributor acknowledge Grant understand that during the term of this Agreement either Party may acquirecertain advice, either from the other Party or otherwise, information of a technical or commercial nature, which information shall be of a confidential nature or in the nature of trade secretsinformation, know-how or and other proprietary data and confidential information of such party or its Affiliates may be provided to, or may come to the attention of, the other party or its employees, agents and representatives (“the "Confidential Information”"). B and Distributor shall during the term of this Agreement and following termination or expiration thereof, howsoever caused, hold in confidence and will not communicate or divulge to any other person and will not use for the benefit All Confidential Information of any third person any Confidential Information which may come into its possession, except for any necessary disclosure to government authorities, in which case the disclosing Party shall notify the other Party prior to the disclosure with sufficient opportunity to object to the disclosure. Any copies of such disclosure must be given party provided to the other Party within fourteen (14) days of disclosureparty shall be identified as such prior to delivery. B OCTL and Distributor shall ensure Grant understand and agree that each of its employees protect the all such Confidential Information may be valuable and proprietary to the disclosing party and agree that it shall keep and shall cause its Initial ___________ ____________ OCTL Grant (b) OCTL shall treat as secret and confidential, and shall not, except in the same manner that it would protect performance of this Agreement, make any use whatsoever of any and all designs, drawings, information or data furnished to OCTL by Grant or its own confidential information of a similar natureAffiliates hereunder. Upon completion or termination of this Agreement, however causedall such designs, B drawings, information and Distributor data furnished to OCTL by Grant or its Affiliates shall each forthwith return be returned to Grant. (c) Grant shall treat as secret and confidential, and shall not, except in the performance of this Agreement, make any use whatsoever of any and all designs, drawings, information or data furnished to Grant by OCTL or its Affiliates hereunder. Upon completion or termination of this Agreement, all such designs, drawings, information and data furnished to Grant by OCTL shall be returned to OCTL. (d) Nothing in this Agreement shall be deemed to constitute or result in an assignment of any trademarks owned or used by any party or the Confidential Information or the creation of any equitable or other interest therein, or to grant any right to use the trademarks owned or used by a party or the Confidential Information except in the performance of its obligations under this Agreement. OCTL Initial ___________ ____________ OCTL Grant (e) In the event of breach or threatened breach by a party or its employees or agents of the provisions of this Section, the other party shall be entitled to an injunction or judicial order equivalent thereto restraining the party breaching or threatening to breach this Section or its employees or agents from using or disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting any physical manifestations party from pursuing any other remedies available to it for such breach or threatened breach, including recovery of such information then or thereafter in its possession or control. damages from the other. (f) The foregoing obligations of confidentiality the parties under this Section shall continue in full force and non-use shall not apply to effect after the information that: was known to the receiving Party prior to its receipt from the disclosing Party; or termination of this Agreement, regardless of how this Agreement is known to the general public prior to its receipt from the disclosing Party or subsequently becomes known to the public through no fault of the receiving Party; or is obtained by the receiving Party from a third party who is not under an obligation of confidentiality and has a lawful right to make such disclosure. 16.6 Distributor shall not directly or indirectly utilize any promotion or marketing information obtained from or through B except with B’s prior written consentterminated. Distributor shall not use such information in any present or future dealing, distribution, promotion or marketing of any competitive products or any products bearing a trademark or trade name identical, similar to or potentially conflicting with any of the trademarks or trade names of Xxxxxx, whether or not registered in the Territory.Initial ___________ ____________ OCTL Grant