Maintain Confidentiality. Consultant hereby acknowledges that, based on Consultant’s past or current relationship with the Company, Consultant has had access to and become acquainted with the Confidential Information (as defined below). Consultant hereby covenants and agrees that he shall not, in any fashion, form or manner, unless previously and specifically consented to in writing by the Company, either directly or indirectly use, divulge, transmit or otherwise disclose or cause to be used, divulged, transmitted or otherwise disclosed to any person, firm, partnership, corporation or other entity now existing or hereafter created, in any manner whatsoever (other than as required by law), any Confidential Information of any kind, nature or description. Consultant hereby further acknowledges and agrees that the sale or unauthorized use, transmission or other disclosure of any of the Confidential Information which is in his possession constitutes unfair competition and Consultant covenants and agrees that he shall not engage in any unfair competition with the Company (collectively, the “Confidentiality Covenants”). The foregoing provisions shall not be construed to prevent Consultant from making use of or disclosing information that (1) is or becomes, at the time of disclosure, in the public domain; (2) is known to Consultant prior to being disclosed by Company to Consultant; (3) Consultant learns from sources other than the Company from a person or entity under no duty known to Consultant to keep such information confidential; and (4) is required by law to be disclosed. The foregoing provisions shall also not be construed as preventing Consultant from reasonable and bona fide efforts to promote the Company and otherwise provide the services hereunder for the benefit of the Company.
Maintain Confidentiality. The Department and Contractor must maintain all Confidential Information of the other party in confidence. Each party must treat the other party’s Confidential Information in the same manner as it protects the confidentiality of its own information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information except to authorized employees, contractors and agents requiring such information. Both parties will take all steps necessary, including oral and written instructions to all staff, to safeguard the other party’s Confidential Information against unauthorized disclosure, reproduction, publication or use. Contractor and its Subcontractors will comply with any policy, rule, or reasonable requirement of the Department that relates to the safeguarding or disclosure of information relating to the Services performed by Contractor under this Contract, including without limitation the terms of the Response.
Maintain Confidentiality. A party shall not divulge, either during or following the termination of this Agreement, directly or indirectly, without the other party’s prior written consent, any Confidential Information of the other party and shall comply with the following confidentiality obligations. Each party shall require its employees or other representatives with access to any such Confidential Information to execute and deliver to the other party a Confidentiality Agreement in a form acceptable to that party.
Maintain Confidentiality. Except to the extent a Party (“Recipient”) is permitted to disclose the other Party’s (“Owner”) Confidential Information under Sections 7.1(a) and (b) below, the Recipient shall use all commercially reasonable efforts to maintain and assure the confidentiality of the Owner’s Confidential Information. The Recipient may only disclose the Owner’s Confidential Information to the extent Recipient is legally required to disclose such information under the terms of a valid and effective subpoena or order issued by a Governmental Authority; provided, that, Recipient uses reasonable efforts to: (1) promptly notify the Owner of the existence, terms and circumstances surrounding such a request, so that the Owner may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement; (2) provide the Owner full and complete cooperation to seek an appropriate order and/or remedy; (3) cooperate with the Owner in obtaining reliable assurances that confidential treatment will be accorded to the disclosed Confidential Information if disclosure of such Confidential Information is required; and (4) limit disclosure of the Confidential Information to only that part necessary to comply with the request. Any disclosure of Confidential Information as permitted in the foregoing sentence shall not alter the confidential nature of such Confidential Information for all other purposes.
(a) Provided Bayer (or its Affiliate or sublicensee hereunder, as applicable) is otherwise entitled to engage in such activities under this Agreement, and/or the Technology Transfer Agreement, Bayer and its Affiliates and sublicensees hereunder may disclose Maxygen’s Retained Confidential Information to (i) any of its Affiliates, consultants, outside contractors and clinical investigators on condition that such Persons agree: (A) to keep such Confidential Information confidential for at least the same time periods and to the same extent as Bayer is required to keep the Confidential Information confidential; and (B) to use such Confidential Information only for such purposes as Bayer is entitled hereunder to use such Confidential Information; (ii) Governmental Authorities to the extent that such disclosure is reasonably necessary to obtain patents; (iii) the extent such Confidential Information is inherently disclosed in a product that is marketed or sold; (iv) Governmental Authorities in connection with the manufacture, preclinical development, clinical development, and/o...
Maintain Confidentiality. GTM (a) shall hold in confidence any and all information of a confidential nature regarding Master Distributor's business or affairs, financing or marketing, including, without limitation, Master Distributor's Confidential Information, (b) shall not use such information except in performance of this Agreement, and (c) shall not disclose the same to any third Person, except as otherwise provided in this Agreement or required law; provided, however, that in such event, GTM will provide notice to Master Distributor (to the extent permitted by applicable law, rule or regulation and practicable under the circumstances) to allow Master Distributor an opportunity to seek a protective order barring such disclosure.
Maintain Confidentiality. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Corporation or any of its Affiliates, except (a) in the course of performing his duties hereunder, (b) with the Corporation's express written consent; (c) to the extent that any such information is in the public domain other than as a result of Executive's breach of any of his obligations hereunder; or (d) where required to be disclosed by court order subpoena or other government process. If Executive shall be required to make disclosure pursuant to the provisions of clause (d) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Corporation and, at the Corporation's expense, Executive shall: (i) take all reasonably necessary steps required by the Corporation to defend against the enforcement of such subpoena, court order or other government process, and (ii) permit the Corporation to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.
Maintain Confidentiality. Recipient acknowledges and agrees that, subject to (5) below:
i. Recipient will treat as strictly confidential all Confidential Information that is made available to Recipient;
ii. Recipient will maintain all Confidential Information in a secure place and limit access to Confidential Information to only those employees or agents of Recipient to whom it is necessary to disclose the Confidential Information in furtherance of Recipient's review for purposes of the Transaction;
iii. Recipient will prevent disclosure of any Confidential Information by any employee, agent or representative of Recipient to unauthorized parties and assumes liability for any breach of this Confidentiality Agreement, or for any other unauthorized disclosure or use of Confidential Information, by it or any of its employees, agents or representatives; and
iv. Recipient and its employees, agents and representatives will not use, copy, modify or disclose any Confidential Information in any way other than in connection with its review and evaluation of the Transaction.
Maintain Confidentiality. Licensee shall hold in confidence and not disclose to any other Person any and all information of a confidential nature, including but not limited to Confidential Information, regarding Licensor’s business or affairs, and shall not use such information except in performance of this Agreement. Any separate nondisclosure or confidentiality agreements between Licensor and Licensee shall remain in full force and effect.
Maintain Confidentiality. Be perceptive and pro-active.
Maintain Confidentiality. Each Warrantor agrees to not at any time after the date hereof divulge to, or to permit any Group Company to divulge to, any person or entity any Confidential Information obtained or learned as a result of share ownership of AutoChina and employment by any Group Company except (i) with the express written consent of SCAC on or before the Closing Date and of the Board thereafter; (ii) to the extent that any such information is in the public domain other than as a result of a breach of any obligations hereunder; or (iii) where required to be disclosed by court order, subpoena or other government process. If the Warrantors or the Group Companies shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, each Warrantor will promptly, but in no event more than eight (8) hours after learning of such subpoena, court order, or other government process, notify, by personal delivery or by electronic means, confirmed by mail, AutoChina or the relevant Group Company and, at AutoChina or the relevant Group Company’s expense, shall: (i) take all reasonably necessary steps required by AutoChina or the relevant Group Company to defend against the enforcement of such subpoena, court order or other government process, and (ii) permit AutoChina or the relevant Group Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof.
