Licensee Confidential Information. Licensee acknowledges that Schrödinger may need to access Licensee’s Confidential Information for the purpose of providing support for Software or Technology Services.
Licensee Confidential Information. Senetek shall not (a) use Licensee’s Confidential Information except to perform its obligations under this Agreement, or (b) disclose Licensee’s Confidential Information to any Person (except to its employees and agents who reasonably require same for the purpose hereof and who are bound to Senetek by the same obligations as to confidentiality) without the express written permission of Licensee, unless such disclosure is required by order of a court of competent jurisdiction.
Licensee Confidential Information. Xxxxxxx shall, within thirty (30) days after the effective date of expiration or termination of this Agreement with respect to a Program or in its entirety, and at Xxxxxxx’x expense, return or destroy, at Licensee’s election, all Confidential Information of Licensee that is solely related to such Program(s) (provided that (i) Xxxxxxx may keep one copy of such Confidential Information subject to an ongoing obligation of confidentiality for archival purposes only, (ii) it is acknowledged that, with regard to any such Confidential Information disclosed to subcontractors, consultants, agents, advisors and other Third Parties as permitted by Section 8.3, Xxxxxxx’x use of Commercially Reasonable Efforts to return or destroy such Confidential Information shall satisfy its obligation under this Section 11.6.5 and (iii) Xxxxxxx may retain and continue to use Confidential Information of Licensee to practice any licenses and other rights granted to Licensee under this Agreement with respect to such Program that expressly survive expiration of this Agreement as to such Program).
Licensee Confidential Information. BIRAD agrees that, without the prior written consent of Licensee for a period of seven (7) years from date of disclosure, it will keep confidential, and not disclose or use Licensee Confidential Information (as defined below) other than for the purposes of this Agreement. BIRAD shall treat such Licensee Confidential Information with the same degree of confidentiality as it keeps its own confidential information, but in all events no less than a reasonable degree of confidentiality. BIRAD may disclose Licensee Confidential Information only to employees and consultants of and BIU who have a “need to know” such information in order to enable BIRAD to exercise its rights under this Agreement and are legally bound by agreements which impose confidentiality and non-use obligations comparable to those set forth in this Agreement. For purposes of this Agreement, “Licensee Confidential Information” means information contained in reports delivered by Licensee to BIRAD pursuant to Section 3 or 5, except to the extent such information: (i) was known to BIRAD or BIU at the time it was disclosed, other than by previous disclosure by or on behalf of Licensee, as evidenced by BIRAD’s or BIU’s written records at the time of disclosure; (ii) is at the time of disclosure or later becomes publicly known under circumstances involving no breach of this Agreement; (iii) is lawfully and in good faith made available to BIRAD or BIU by a third party who is not subject to obligations of confidentiality to Licensee with respect to such information; or (iv) is independently developed by BIRAD or BIU without the use of or reference to Licensee Confidential Information, as demonstrated by documentary evidence.
Licensee Confidential Information. Licensor will not publish or disclose to third parties any of the Licensee Confidential Information. This confidentiality obligation does not apply to information which is lawfully and in good faith made available to Licensor from an independent source, is already published through no breach of this Agreement, or is/was known by Licensor independent of Licensee’s disclosure as evidenced by written records at the time of disclosure. The provisions of this Section 8.2 are in addition to, and not in lieu of or in limitation to the obligations of the parties set forth in Section 8.1.
Licensee Confidential Information. Licensee acknowledges that the Trial System contains proprietary and confidential information of Licensor, which Licensor considers to constitute valuable trade secrets. In addition, Licensee may also be provided with or be exposed to confidential information of third parties with which Licensor conducts business. The confidential information of Licensor and third parties is called collectively "Confidential Information." In recognition of the foregoing, Licensee covenants and agrees:
a. That Licensee will keep and maintain all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure;
b. That Licensee will not, directly or indirectly, disclose any Confidential Information to any third party, except with Licensor 's prior written consent;
c. That Licensee will not make use of any Confidential Information for its own purposes, such as creation of a competitive product; or for the benefit of anyone or any other entity other than Licensor;
d. That (i) on termination of discussions with Licensor, or (ii) if Licensor is engaged to perform services for Licensee, upon completion of the engagement, or (iii) at any time Licensor may so request, Licensee will deliver promptly to Licensor or, at Licensor 's option, will destroy all memoranda, notes, records, reports, media and other documents and materials (and all copies thereof) regarding or including any Confidential Information which Licensee may then possess or have under its control; and
e. That Licensee will take no action with respect to the Confidential Information that is inconsistent with its confidential and proprietary nature. Licensee shall be permitted to disclose the Confidential Information only as follows:
a. To its employees and agents ("Employees") having a need to know such information in connection with this Trial License Agreement (and in any event Licensee shall be responsible for all Employees' compliance with the terms of this Trial License Agreement); and
b. If disclosure is required by law, but in such event Licensee shall notify Licensor in writing in advance of such disclosure, and provide Licensor with copies of any related information so that Licensor may take appropriate action to protect the Confidential Information.
Licensee Confidential Information. 1.1 Licensor understands that the Licensee Confidential Information disclosed to Licensor by Licensee under this Agreement is secret, proprietary and of great value to Licensee, and that such value may be impaired if the secrecy of the Licensee Confidential Information is not maintained.
Licensee Confidential Information. Swift Sites acknowledges and agrees that it may receive from Licensee certain proprietary, confidential, and/or non-public information of the Licensee and Licensee’s financial, employment, and/or other business affairs (the “Licensee Confidential Information”). Licensee Confidential Information includes the specific type of development and parcels being researched by Licensee through the use of the Software or as otherwise disclosed to Swift Sites. Swift Sites shall not disclose or publicize the Licensee Confidential Information without Licensee’s prior written consent. Swift Sites shall use its reasonable efforts (but in no case less than the efforts used to protect its own proprietary information of a similar nature) not to disclose and not to use the Licensee Confidential Information (other than to provide the Software and related services) for its own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement. Licensee Confidential Information shall not include information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of Swift Sites; (ii) already known to Swift Sites prior to disclosure pursuant to this Agreement; or (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others. Notwithstanding the foregoing, Swift Sites may disclose Licensee Confidential Information as required by applicable law or by proper legal or governmental authority provided Swift Sites gives Licensee prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperates with Licensee in any effort to seek a protective order or otherwise to contest such required disclosure. Anything herein to the contrary notwithstanding, Licensee acknowledges and agrees that Swift Sites may use the Licensee Confidential Information on an aggregate and deidentified basis.
Licensee Confidential Information. (a) Phosphagenics agrees that the Licensee Confidential Information is and will be considered for the purposes of this License Agreement to be confidential information and will be the property solely of the Licensee.
(b) Phosphagenics agrees that its officers, employees and/or agents will not disclose or make direct or derivative use of the Licensee Confidential Information other than for the purposes of this License Agreement and for obtaining the registration and approval, if any, of the Field and Non-Exclusive Field from the Relevant Regulatory Authorities.
(c) Phosphagenics agrees to hold the Licensee Confidential Information in strict confidence and will disclose the Licensee Confidential Information in only strict confidence to its officers, employees or agents or to those officers, employees, or agents of its subsidiaries or related bodies corporate, only on a “need to know” basis and only to those officers, employees, professional advisers and agents who agree to be bound and obligated by the same provisions of confidentiality as Phosphagenics.
Licensee Confidential Information. Senetek shall not (a) use any Licensee Confidential Information or trade secrets of Licensee except to perform its obligations under this Agreement, or (b) disclose any Licensee Confidential Information or trade secrets of Licensee to any third party (except to its employees, agents, contractors and sublicensees who reasonably require same for the purpose hereof, and to such other third parties as required in connection with any securities offering, financing, merger, acquisition or other corporate transaction involving Senetek, in each of the foregoing cases to the extent the recipient is bound to Senetek by obligations as to confidentiality that are at least as protective of Licensee’s Confidential Information as those contained herein) without the express written permission of Licensee, unless such disclosure is required by order of a court of competent jurisdiction.
