Mutual Confidentiality. PHYTOMEDICAL and Dartmouth realize that some information received by one party from the other pursuant to this Agreement shall be confidential. Any information disclosed by either party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visually, shall be summarized and confirmed in writing as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless or until --
(a) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or
(b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or
(c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or
(d) said information is approved for disclosure by prior written consent of the disclosing party, or
(e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or
(f) said information is proven independently developed by the receiving party without recourse or access to the information.
Mutual Confidentiality. You acknowledge and agree that neither You nor anyone acting on Your behalf has made or will make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) Your spouse; (b) Your attorneys, accountants or financial advisors; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena. If You are contacted, served or learn that You will be served with a subpoena to compel Your testimony or the production of documents concerning this Agreement or Your employment with the Company, You agree to immediately notify [Xxxx X. (Xxxxxxx) Xxx, Chief Executive Officer], by telephone. If You disclose the existence or terms of this Agreement pursuant to sub-clauses (a) or (b) of this paragraph, You shall inform such person or entity (i) of this confidentiality provision, and (ii) to maintain the same level of confidentiality required by this provision. Any breach of this provision by such person or entity shall be considered a breach by You. You may not use this Agreement as evidence, except in a proceeding in which a breach of this Agreement is alleged. The Company shall instruct the Board or other Company executive not to make any disclosures concerning the existence or terms of this Agreement to any person or entity, including, but not limited to, any representative of the media, Internet web page, social networking site, “blog” or “chat room,” judicial or administrative agency or body, business entity or association, except: (a) the Company’s attorneys, accountants or financial advisors; (b) any employee of the Company as required to implement this Agreement; or (c) any court or government agency pursuant to an official request by such government agency, court order or legally enforceable subpoena.
1 For purposes of Sections 3, 4, 5, and 6 of this Agreement, the term “Company” includes the Company, the Company’s current and former parents, subsidiaries, affiliates, and all related companies, as well as their respective officers, directors, shareholders, employees, agents, and any other representatives, any employee benefits plan of the Company, and any fiduciary of those plans.
Mutual Confidentiality. Company and LIMR realize that certain information received by one party from the other pursuant to this Agreement shall be confidential. It is therefore agreed that any information received by one party from the other should be clearly designated in writing as “CONFIDENTIAL” at the time of transfer, shall not be disclosed by either party to any third party and shall not be used by either party for purposes other than those contemplated by this Agreement. Any information exchanged by the parties under this Agreement shall remain confidential for a period of three (3) years from the termination of the Agreement, unless or until —
a. Said information shall become known to third parties not under any obligation of confidentiality to the disclosing party, or shall become publicly known through no fault of the receiving party, or
b. Said information was already in the receiving party’s possession prior to the disclosure of said information to the receiving party, except in cases when the information has been covered by a preexisting Confidentiality Agreement, or
c. Said information shall be subsequently disclosed to the receiving party, by a third party not under any obligation of confidentiality to the disclosing party, or
d. Said information is approved for disclosure by prior written consent of the disclosing party, or
e. Said information is required to be disclosed by court order or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure.
Mutual Confidentiality. To the extent permitted by applicable law, the Parties shall maintain all information concerning this Agreement and any pending or subsequent negotiations between the Parties as confidential, disclosing information only to those individuals and representatives as designated by the other Party, provided that such individuals acknowledge and agree to maintain the confidentiality of such information.
Mutual Confidentiality. This Section sets out the terms for identification of information which is considered confidential and proprietary by a party (the “Discloser”), and restrictions against use and disclosure of such Confidential Information after disclosure to the other party (the “Recipient”).
Mutual Confidentiality. Subject to other written Agreements between the Parties, related to the Project under this Agreement, any written or oral information or data provided by either Party under this Agreement and marked or identified as proprietary or confidential (“Confidential Information”), shall not be disclosed for a period of five (5) years from termination or expiration of this Agreement, unless mutually agreed to in writing by the Parties. Each Party agrees to use reasonable care, but no less care than it uses to protect its own Confidential Information. Each Party agrees that it will not use Confidential Information of the other Party, other than for the purposes of this Agreement, or disclose such Confidential Information, to any person, other than to its affiliates, directors, officers, employees, agents or subcontractors, who have a need to know such Confidential Information and who are under an obligation of confidentiality consistent with the terms of this Agreement. The obligations of this Section shall not apply to: information that is available in the public domain or that becomes available through no fault of the receiving Party; information learned by the receiving Party from a third party not subject to a duty of confidentiality to the providing Party; information that was already known to the receiving Party before receipt from the providing Party, as evidenced by the receiving Party’s prior records; information that is independently developed by the receiving Party, as evidenced by the receiving Party’s records made in the ordinary course of business; information that the receiving Party is required to disclose by law, regulation or court order to disclose, provided that the providing Party is given as much prior notice and opportunity to restrict or limit such disclosure as the circumstances permit.
Mutual Confidentiality. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this agreement.
Mutual Confidentiality. NewLink and LIMR realize that certain confidential or proprietary information disclosed by one party (the “disclosing party”) to the other party (the “receiving party”) pursuant to this Agreement (“Confidential Information” of the
Mutual Confidentiality. The Receiving Party agrees to take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but not less than reasonable care, to prevent the unauthorized duplication or use of the Disclosing Party’s Confidential Information and the disclosure of the Disclosing Party’s Confidential Information to third parties without the Disclosing Party’s prior written consent. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees or agents who reasonably need to have access to such information to perform the Receiving Party’s obligations under this Agreement, and who will treat such Confidential Information under the terms of this Agreement. Icertis may disclose this Agreement (but not any of Subscriber’s other Confidential Information) to actual and potential investors and funding sources who agree to hold it in confidence.
Mutual Confidentiality. The existence of and terms and conditions ---------------------- of this Agreement shall be held confidential by the parties hereto, except for disclosure (a) by the Company as may be required by applicable securities laws, as determined by the Company upon the advice of outside counsel, (b) by the Executive to his legal and financial advisors and his spouse, each of whom shall be instructed by the Executive to maintain the terms of this Agreement in strict confidence in accordance with the terms hereof, (c) by either party if required by order of a court or other body having jurisdiction over such matter, and (d) by either party with the written consent of the other. With respect to disclosures under (a) or (c) the disclosing party shall give the other prior notice where reasonably practical and shall provide an opportunity to comment on the disclosure. In addition, the Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Affiliated Entities and their respective businesses that he has obtained that is not or does not become public knowledge (other than as a result of the Executive's violation of this Section 5) ("Confidential Information"). The Executive shall not communicate, divulge or disseminate Confidential Information at any time, except with the prior written consent of the Company or as otherwise required by law or legal process.
