NON-DISCLOSURE AND LIMITED USE. Recipients shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party, other than to its Representatives who need to know such information and who are bound by written restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Each Recipient shall be liable for any breach of this Agreement by any of its Representatives. Each Recipient and its Representatives shall not use any Proprietary Information for the benefit of itself (including its parents, subsidiaries, Affiliates or any third party) or for any purpose other than the Purpose. Each Recipient and its Representatives shall take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Proprietary Information. Neither Recipient nor their respective Representatives shall make any copies of the Proprietary Information unless approved in writing in advance by Discloser. Recipients shall not (and shall not permit their Representatives to) decompile, disassemble or otherwise reverse engineer any Proprietary Information or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Proprietary Information or any portion thereof. If the parties agree to enter into or continue a business relationship or other arrangement relating to the Purpose and do not enter into a new confidentiality agreement, the terms and conditions set forth herein shall also apply to any information and/or materials related to, or activities undertaken in connection with, carrying out such business relationship or other arrangement, unless otherwise agreed to by the parties in writing.
NON-DISCLOSURE AND LIMITED USE. Each Party (the “receiving Party”) shall maintain the confidentiality of any Confidential Information disclosed by the other Party (the “disclosing Party”) or learned by the receiving Party at the disclosing Party’s laboratories or other premises, shall not disclose, without the prior written consent of the disclosing Party, any Confidential Information to any entity or person other than the Research Personnel of the receiving Party who has a need to know such Confidential Information for carrying out the purpose contemplated hereby and has agreed in writing to the same obligations of confidentiality and restrictions on use as those to which the receiving Party is bound hereby, shall not copy or reproduce any Confidential Information without the written authorization of the disclosing Party except to the extent reasonably required for internal circulation for such purpose, and shall not use any Confidential Information for itself or others for any purpose other than in connection with the Research Project. In protecting Confidential Information, the receiving Party shall take all necessary precautions and Confidential Information shall be treated in the same manner and with the same degree of care as the receiving Party applies with respect to its own confidential information but in no event less than reasonable care.
NON-DISCLOSURE AND LIMITED USE. Recipient shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party, other than to its employees, consultants, and Affiliates who need to know such information and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. For the purposes of this Agreement, an “Affiliate” means any subsidiary, person, corporation, or other form of enterprise, domestic or foreign, that directly or indirectly, control, are controlled by, or are under common control with a party; provided however, that the term “Affiliate” shall expressly exclude any such person or entity that is a direct competitor of the Discloser. Recipient shall not use any Proprietary Information for the benefit of itself or any third party or for any purpose other than the Purpose. Recipient shall take the same degree of care that it uses to protect its own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Proprietary Information. Recipient shall not make any copies of the Proprietary Information except to the extent reasonably necessary to carry out the Purpose, or unless otherwise approved in writing in advance by Discloser. Recipient shall not decompile, disassemble or otherwise reverse engineer any Proprietary Information or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any Proprietary Information or any portion thereof. If the parties mutually agree to enter into or continue a business relationship or other arrangement relating to the Purpose and do not enter into a new confidentiality agreement, the terms and conditions set forth herein shall also apply to any information and/or materials related to, or activities undertaken in connection with, carrying out such business relationship or other arrangement. Except as required by law, neither party shall disclose the existence or substance of the discussions between the parties or any terms of this Agreement or any related agreement between the parties (or any matters relating thereto), without the prior written consent of the other party. Recipient’s obligations under this Section 3 shall survive and continue for five
NON-DISCLOSURE AND LIMITED USE. Each party will hold all Confidential Information of the other Party in strict confidence and will not disclose, sell, license, transfer, or otherwise make available any Confidential Information of the other Party to any third party. The receiving Party will disclose such Confidential Information only to its personnel and its subcontractors’ personnel who have a legitimate need to know such information in connection with such Party’s performance of this Agreement and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. The receiving Party will not use, copy or reproduce any such Confidential Information for the benefit of itself or any third party or for any purpose except to the extent reasonably necessary to exercise its rights or perform its duties under this Agreement or the Intellectual Property Agreement. The receiving Party will take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Confidential Information of the other Party. Any copies made by the receiving Party will be identified as the property of the disclosing Party and marked “confidential,” “proprietary,” or with a similar legend. All Confidential Information will remain the property of the disclosing Party and all documents, electronic media, and other tangible items or portions thereof, which contain Confidential Information will be delivered to the disclosing Party promptly upon the other Party’s written request. The obligations of this Section 10.2 (Non-disclosure and Limited Use) with respect to any item of Confidential Information will survive any termination or expiration of this Agreement.
NON-DISCLOSURE AND LIMITED USE. The provisions with regards to use and non-disclosure shall be as set out between the Parties in the JV Agreement. The abbreviated way of referring to the provisions in body of main agreement – again it depends on drafting style and preference
NON-DISCLOSURE AND LIMITED USE. Recipient shall hold all Confidential Information in strict confidence and, except as required by law, shall not disclose any Confidential Information to any third party. Recipient shall disclose the Confidential Information only to employees, officers, directors, attorneys, accountants or other representatives of Recipient who are in need of such information to evaluate the possible business transaction with Sunfield Advisors, and as such, this Confidentiality Agreement shall bind all recipients of the Confidential Information. Recipient shall not use any Confidential Information for its own benefit or for any purpose (including the copying or reverse engineering of financing methodologies and proprietary processes contained herein in addition to; duplication, disclosure, distribution, dissemination, or the solicitation of other parties directly or indirectly to pursue the Project independently of Sunfield Advisors) except to evaluate the Project. Recipient shall take all reasonable measures to protect confidentiality and avoid the unauthorized use of the Confidential Information by Recipient. The foregoing agreement of confidentiality shall extend to all Confidential Information furnished by Sunfield Advisors to Recipient before or after the date of this Agreement, and shall survive of two(2) years after the termination of Recipient’s involvement in the Project. Recipient Understands NOT TO CONTACT the Seller of the Business( which information will be released after signing this documents ) directly or indirectly through a third party and understand that all negotiations, inquiries, investigations, purchase offers and/or letters of intent MUST BE MADE THROUGH SUNFIELD ADVISORS.
NON-DISCLOSURE AND LIMITED USE. CONTRACTOR acknowledges that it will gain access to confidential data and information by reason of this Agreement, and CONTRACTOR further acknowledges that irreparable harm to COUNTY can be occasioned by disclosure of that data and information. CONTRACTOR warrants that it shall treat all data, information, sensitive forms, records and documents which come into its possession, or to which it gains access, under this Agreement, as strictly confidential and proprietary to COUNTY. CONTRACTOR shall exercise a standard of care to protect said data, information, sensitive forms, records and documents that is at least as high as that used by CONTRACTOR to protect its own confidential and proprietary data. CONTRACTOR shall not use said data, information or other information except for COUNTY business.
NON-DISCLOSURE AND LIMITED USE. Victorinox shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. Victorinox shall disclose the Confidential Information only to its employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Victorinox shall take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. The obligations of this Section 2 with respect to any item of Confidential Information shall survive any termination of this Agreement.
NON-DISCLOSURE AND LIMITED USE. Receiving Party shall, and shall cause its directors, officers, employees, agents and advisors to, hold all Proprietary Information (as defined below) in strict confidence and shall not, and shall cause its directors, officers, employees, agents and advisors not to, directly or indirectly, disclose any Proprietary Information to any third party. Receiving Party may disclose Proprietary Information only to employees and advisors of Receiving Party who need to know such information to evaluate the possible business transaction with Disclosing Party and who has signed agreements that obligate them to treat Proprietary Information as required under this Agreement. Receiving Party shall not, nor shall it permit its directors, officers, employees, agents and advisors to directly or indirectly, use any Proprietary Information nor shall it license, sell assign, transfer or convey any Proprietary Information, for its own benefit or for any purpose except to evaluate, directly or indirectly, the possible business transaction with Disclosing Party. Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of Proprietary Information. No copies, reproductions or other images of Proprietary Information may be made unless approves in writing by Disclosing Party.
NON-DISCLOSURE AND LIMITED USE. MIPS shall hold all Licensee Information in strict confidence and shall not disclose any Licensee Information to any third party, except as provided herein. MIPS shall disclose the Licensee Information only to its employees and agents who need to know such information and who are bound in writing by restrictions regarding disclosure and use of such information comparable to And no less restrictive than those set forth herein or by professional ethical obligations with respect to non-technical information only. MIPS shall not use any Licensee Information for the purpose of developing any competing technology except as expressly permitted in the Master Technology License Agreement or any Technology Schedule or for any purpose other than to exercise its rights or fulfill its obligations under the Master Technology License Agreement or any Technology Schedule. MIPS shall take the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Licensee Information.
