Mutual Confidentiality Obligation. 13.1 The Parties agree to keep confidential and not disclose or use, except in performance of its obligations under this Agreement, the other party’s Confidential Information. “Confidential Information” means non-public information pertaining to a party’s (“Disclosing Party”) technology or business that the other party (“Receiving Party”) learns in connection with this Agreement and any other information received from the Disclosing Party, including without limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party hereunder or otherwise, information relating to Products or technology of a party or the properties, composition, structure, use or processing thereof, or systems therefor, or to a party’s business (including, without limitation, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, customer information, inventions (whether patentable or not), names and expertise of employees and consultants, all information relating to customers and customer transactions and other technical, business, financial, customer and Product development plans, forecasts, Product prices, strategies and information). Neither party shall disclose the terms of this Agreement to any third party or copy this Agreement for any use without the prior written consent of the other party. Receiving Party shall employ at least those precautions that Distributor it employs to protect its own confidential or proprietary information of a similar nature, but in no event shall a party use less than reasonable care to protect Confidential Information. Confidential Information shall not include information the Receiving Party can document (a) is in or (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) enters the public domain and is readily available without substantial effort, or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to a party by another person without restriction, or (d) was independently developed by a party by persons without reference to such information and without or use of the other party’s Confidential Information. With prior written consent of the owner, a party may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency (including a court order or subpoena), provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the owner of Confidential Information to do so. [*** ].
Appears in 1 contract
Samples: Distributor Agreement (Cypress Semiconductor Corp /De/)
Mutual Confidentiality Obligation. 13.1 The Parties agree Each Party agrees to keep treat the Confidential Information of or obtained from the other Party as strictly confidential and not to disclose or use, except in performance of its obligations under this Agreement, the other party’s Confidential Information. “Confidential Information” means non-public information pertaining to a party’s (“Disclosing Party”) technology or business that the other party (“Receiving Party”) learns in connection with this Agreement and any other information received from the Disclosing Party, including without limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party hereunder or otherwise, information relating to Products or technology of a party or the properties, composition, structure, use or processing thereof, or systems therefor, or to a party’s business (including, without limitation, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, customer information, inventions (whether patentable or not), names and expertise of employees and consultants, all information relating to customers and customer transactions and other technical, business, financial, customer and Product development plans, forecasts, Product prices, strategies and information). Neither party shall disclose the terms of this Agreement it to any third party or copy this Agreement Third Party for any use purpose whatsoever without obtaining the prior written consent of the other partyParty and not make use of the Confidential Information of or obtained from the other Party or any part thereof other than as permitted under this Agreement and solely for the stated Purpose and within the Frame of Co-Development of this Agreement and to treat it with at least the same care and in the same manner as its own secret and valuable information but not less than according to the common standards in the pharmaceutical industry. Each Party may disclose all or any part of the Confidential Information of or obtained from the other Party to its Affiliates, provided, however, that such Party ensures that such Affiliates comply with the provisions of this this Article 8 This requirement of non-use, confidentiality and non-disclosure shall not apply, however, to Confidential Information which:
i. the Receiving Party shall employ already knew without any confidentiality obligation being in place, the prior knowledge of which it can document by prior written records;
ii. is or becomes public knowledge other than through the Receiving Party's breach of its confidentiality obligations herein;
iii. the Receiving Party independently develops, discovers or arrives at least those precautions that Distributor without use of or reference to the Confidential Information of or obtained from the Disclosing Party; or
iv. is obtained by the Receiving Party from a Third Party who is lawfully in possession of such information and is not subject to an obligation of confidentiality or non-use owed to the Disclosing Party. The Receiving Party bears the burden of proof in case it employs relies on one of the above mentioned exemptions under numbers i) to protect its own confidential iv). Specific aspects or proprietary information details of a similar nature, but in no event shall a party use less than reasonable care to protect Confidential Information. Confidential Information shall not include information be deemed to be within the public domain or in the possession of the Receiving Party can document (a) merely because the Confidential Information is embraced by more general information in the public domain or (through no improper action in the possession of the Receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or inaction by in the possession of the Receiving Party or any affiliate, agent or employee) enters merely because individual elements of such Confidential Information are in the public domain and is readily available without substantial effort, or (b) was rightfully in its the possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to a party by another person without restriction, or (d) was independently developed by a party by persons without reference to such information and without or use of the other party’s Confidential Information. With prior written consent Receiving Party unless the combination and its principles are in the public domain or in the possession of the owner, a party may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request Receiving Party. INFLARX - BDB contract - confidential information page 22 of a governmental entity or agency (including a court order or subpoena), provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the owner of Confidential Information to do so. [*** ].30
Appears in 1 contract
Mutual Confidentiality Obligation. 13.1 The Parties agree Each Party agrees to keep treat the Confidential Information of or obtained from the other Party as strictly confidential and not to disclose or use, except in performance of its obligations under this Agreement, the other party’s Confidential Information. “Confidential Information” means non-public information pertaining to a party’s (“Disclosing Party”) technology or business that the other party (“Receiving Party”) learns in connection with this Agreement and any other information received from the Disclosing Party, including without limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party hereunder or otherwise, information relating to Products or technology of a party or the properties, composition, structure, use or processing thereof, or systems therefor, or to a party’s business (including, without limitation, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, customer information, inventions (whether patentable or not), names and expertise of employees and consultants, all information relating to customers and customer transactions and other technical, business, financial, customer and Product development plans, forecasts, Product prices, strategies and information). Neither party shall disclose the terms of this Agreement it to any third party or copy this Agreement Third Party for any use purpose whatsoever without obtaining the prior written consent of the other partyParty and not make use of the Confidential Information of or obtained from the other Party or any part thereof other than as permitted under this Agreement and solely for the stated Purpose and within the Frame of Co-Development of this Agreement and to treat it with at least the same care and in the same manner as its own secret and valuable information but not less than according to the common standards in the pharmaceutical industry. Each Party may disclose all or any part of the Confidential Information of or obtained from the other Party to its Affiliates, provided, however, that such Party ensures that such Affiliates comply with the provisions of this this Article 8 This requirement of non-use, confidentiality and non-disclosure shall not apply, however, to Confidential Information which:
i. the Receiving Party shall employ already knew without any confidentiality obligation being in place, the prior knowledge of which it can document by prior written records;
ii. is or becomes public knowledge other than through the Receiving Party's breach of its confidentiality obligations herein;
iii. the Receiving Party independently develops, discovers or arrives at least those precautions that Distributor without use of or reference to the Confidential Information of or obtained from the Disclosing Party; or
iv. is obtained by the Receiving Party from a Third Party who is lawfully in possession of such information and is not subject to an obligation of confidentiality or non-use owed to the Disclosing Party. The Receiving Party bears the burden of proof in case it employs relies on one of the above mentioned exemptions under numbers i) to protect its own confidential iv). Specific aspects or proprietary information details of a similar nature, but in no event shall a party use less than reasonable care to protect Confidential Information. Confidential Information shall not include information be deemed to be within the public domain or in the possession of the Receiving Party can document (a) merely because the Confidential Information is embraced by more general information in the public domain or (through no improper action in the possession of the Receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or inaction by in the possession of the Receiving Party or any affiliate, agent or employee) enters merely because individual elements of such Confidential Information are in the public domain and is readily available without substantial effort, or (b) was rightfully in its the possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to a party by another person without restriction, or (d) was independently developed by a party by persons without reference to such information and without or use of the other party’s Confidential Information. With prior written consent Receiving Party unless the combination and its principles are in the public domain or in the possession of the owner, a party may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request Receiving Party. INFLARX - BDB contract - confidential information page 22 of a governmental entity or agency (including a court order or subpoena), provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the owner of Confidential Information to do so. [*** ].33
Appears in 1 contract
Mutual Confidentiality Obligation. 13.1 The 1The Parties agree to keep confidential and not disclose or use, except in performance of its obligations under this Agreement, the other party’s Confidential Information. “Confidential Information” means non-public information pertaining to a party’s (“Disclosing Party”) technology or business that the other party (“Receiving Party”) learns in connection with this Agreement and any other information received from the Disclosing Party, including without limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party hereunder or otherwise, information relating to Products or technology of a party or the properties, composition, structure, use or processing thereof, or systems therefor, or to a party’s business (including, without limitation, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, customer information, inventions (whether patentable or not), names and expertise of employees and consultants, all information relating to customers and customer transactions and other technical, business, financial, customer and Product development plans, forecasts, Product prices, strategies and information). Neither party shall disclose the terms of this Agreement to any third party or copy this Agreement for any use without the prior written consent of the other party. Receiving Party shall employ at least those precautions that Distributor it employs to protect its own confidential or proprietary information of a similar nature, but in no event shall a party use less than reasonable care to protect Confidential Information. Confidential Information shall not include information the Receiving Party can document (a) is in or (through no improper action or inaction by the Receiving Party or *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. any affiliate, agent or employee) enters the public domain and is readily available without substantial effort, or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to a party by another person without restriction, or (d) was independently developed by a party by persons without reference to such information and without or use of the other party’s Confidential Information. With prior written consent of the owner, a party may disclose such Confidential Information to the minimum extent possible that is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency (including a court order or subpoena), provided that reasonable measures are taken to guard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the owner of Confidential Information to do so. [***]. [***]Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. *** ]Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.
Appears in 1 contract
Samples: Distributor Agreement
