Common use of No Release; Return or Destruction Clause in Contracts

No Release; Return or Destruction. Each Party agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party addressed in Section 11.1 to any other Person, except its Representatives who need to know such confidential and proprietary information in their capacities as such (who shall be advised of their obligations hereunder with respect to such confidential and proprietary information) and except in compliance with Section 11.4, and (b) to use commercially reasonable efforts to maintain such confidential and proprietary information in accordance with Section 6.4 of the Separation and Distribution Agreement. Without limiting the foregoing, when any such confidential and proprietary information is no longer needed for the purposes contemplated by the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreements, each Party will promptly after request of the other Party either return to the other Party all such confidential and proprietary information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided that the Parties may retain electronic back-up versions of such confidential and proprietary information maintained on routine computer system backup tapes, disks or other backup storage devices; and provided, further, that any such retained back-up information shall remain subject to the confidentiality provisions of this Agreement.

Appears in 1 contract

Samples: Contract Manufacturing Agreement (Embecta Corp.)

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No Release; Return or Destruction. Each Party agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party addressed in Section 11.1 6.01 to any other Person, except its Representatives who need to know such confidential and proprietary information Confidential Information in their capacities as such (who shall be advised of their obligations hereunder with respect to such confidential and proprietary informationConfidential Information) and except in compliance with Section 11.46.04, and (b) to use commercially reasonable efforts to maintain such confidential and proprietary information Confidential Information in accordance with Section 6.4 [6.9] of the Separation and Distribution Agreement. Without limiting the foregoing, when any such confidential and proprietary information Confidential Information is no longer needed for the purposes contemplated by the Separation and Distribution Agreement, this Agreement or any other Ancillary Agreements, each Party will promptly after request of the other Party either return to the other Party all such confidential and proprietary information Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided provided, that the Parties may retain electronic back-up versions of such confidential and proprietary information Confidential Information maintained on routine computer system backup tapes, disks or other backup storage devices; and provided, further, that any such retained back-up information shall remain subject to the confidentiality provisions of this Agreement.

Appears in 1 contract

Samples: Transition Services Agreement (Varex Imaging Corp)

No Release; Return or Destruction. Each Party agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party addressed in Section 11.1 to any other Person, except its Representatives who need to know such confidential and proprietary information in their capacities as such (who shall be advised of their obligations hereunder with respect to such confidential and proprietary information) and except in compliance with Section 11.4, and (b) to use commercially reasonable efforts to maintain such confidential and proprietary information in accordance with Section 6.4 of the Separation and Distribution Agreement. Without limiting the foregoing, when any such confidential and proprietary information is no longer needed for the purposes contemplated by the Separation and Distribution this Agreement, this Agreement or any other Ancillary Agreements, each Party will promptly after request of the other Party either return to the other Party all such confidential and proprietary information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided that the Parties may retain electronic back-up versions of such confidential and proprietary information maintained on routine computer system backup tapes, disks or other backup storage devices; and provided, further, that any such retained back-up information shall remain subject to the confidentiality provisions of this Agreement.

Appears in 1 contract

Samples: Contract Manufacturing Agreement (Embecta Corp.)

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No Release; Return or Destruction. Each Party agrees (a) that except as otherwise provide elsewhere in this Agreement not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party addressed in Section 11.1 to any other Person, except its Representatives who need to know such confidential and proprietary information Confidential Information in their capacities as such (who shall will be advised of their obligations hereunder with respect to such confidential and proprietary information) and except in compliance with Section 11.4, and (b) to use commercially reasonable efforts to maintain such confidential and proprietary information in accordance with Section 6.4 of the Separation and Distribution AgreementConfidential Information). Without limiting the foregoing, when any such confidential and proprietary information Confidential Information is no longer needed for the purposes contemplated by the Separation and Distribution this Agreement, this Agreement or any other Ancillary Agreements, each Party will will, at its option and as promptly as practicable after receiving a written request of from the other Party either Party, either: (a) return to the other Party all such confidential and proprietary information Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon); or (b) or notify certify to the other Party in writing that it has destroyed such information Confidential Information (and such copies thereof and such notes, extracts or summaries based thereon); provided provided, that the Parties such Party’s Representatives may retain electronic one (1) copy of such Confidential Information to the extent required by applicable Law or professional standards, and will not be required to destroy any such Confidential Information located in back-up versions of such confidential and proprietary information maintained on routine computer system backup tapesup, disks or other backup storage devices; and provided, further, that any such retained back-up information shall remain subject to the confidentiality provisions of this Agreementarchival electronic storage).

Appears in 1 contract

Samples: Technology Agreement (Prometheum, Inc.)

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