Non-Disclosure and Non-Use Obligations. All Proprietary Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Proprietary Information to the other Party during the term of this Agreement and for a period of five years thereafter. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information:
Non-Disclosure and Non-Use Obligations. Except as permitted in this paragraph, Franchisee shall not use, disclose or disseminate any Confidential Information of Poshtel. Franchisee may use the Confidential Information of the Poshtel solely to perform its obligations under this Agreement for the benefit of the Poshtel. Franchisee will exercise the same degree of care as it takes to protect its own confidential information, but in no event less than reasonable care.
Non-Disclosure and Non-Use Obligations. 1. Employee agrees that all records and Confidential Information obtained by Employee as a result of Employee’s employment with Company, whether original, duplicated, computerized, memorized, handwritten, or in any other form, and all information contained therein, are confidential and the sole and exclusive property of Company. Employee understands and agrees that the business of Company and the nature of Employee’s employment will require Employee to have access to Confidential Information of and about Company, its business, its Candidates, and its Clients. During Employee’s employment and thereafter, Employee will not use Confidential Information or remove any such records from the offices of Company except for the sole purpose of conducting business on behalf of Company. Employee further agrees that during Employee’s employment and thereafter, Employee will not divulge or disclose this Confidential Information to any third party and under no circumstances will Employee reveal or permit this information to become known by any competitor of Company.
Non-Disclosure and Non-Use Obligations. All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence and shall not be disclosed to any Third Party or used for any purpose except as expressly permitted herein without the prior written consent of the Party that disclosed the Confidential Information to the other Party during the Term and for a period of [***] years thereafter. For purposes of this Agreement, “Confidential Information” means any and all Know-How, scientific, clinical, regulatory, marketing, financial, technical, non-technical, commercial or other confidential information or data of a confidential nature, whether communicated in writing, orally or by any other means, that is under the protection of one Party and is provided by that Party to the other Party in connection with this Agreement. The foregoing non-disclosure and non-use obligations shall not apply to the extent that such Proprietary Information:
Non-Disclosure and Non-Use Obligations. Recipient shall maintain in confidence and agrees not to disclose, disseminate or use any Confidential Information belonging to Releasor, whether or not in written or verbal form. Recipient agrees that Recipient shall treat all Confidential Information of Releasor with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential Information only to those of its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement.
Non-Disclosure and Non-Use Obligations. Each Party shall keep (and shall require that its Affiliates and, in the case of Orion, its Marketing Distributors keep) in confidence all Proprietary Information of the other Party, and may not disclose to any Third Party, other than to Marketing Distributors and subcontractors who are subject to a confidentiality agreement with provisions comparable to those set forth herein or use such Proprietary Information for any other purposes than those set forth in this Agreement without the prior written consent of the Party that disclosed the Proprietary Information to the other Party. The confidentiality obligations shall, however not be applied to the extent that such Proprietary Information, (a) is or becomes generally available or otherwise public through no fault of the receiving Party, or (b) was received from a Third Party, as documented by business records, without any obligation of confidentiality, or (c) was in the possession of the receiving Party prior to receipt of same from the other Party without any obligation of confidentiality related thereto, (d) has been independently developed, as documented by research and development records, without using Proprietary Information received from the other Party, or (e) is required to be disclosed by law, applicable Regulatory Authority or court order, provided that notice is promptly delivered to the non-disclosing Party in order to provide an opportunity to challenge or limit the disclosure.
Non-Disclosure and Non-Use Obligations. The Receiving Party acknowledges, agrees, and covenants with the Disclosing Party that the Confidential Information of the Disclosing Party is confidential and secret to the Disclosing Party and is, and will at all times remain, the exclusive property of the Disclosing Party. The Receiving Party acknowledges, agrees, and covenants with the Disclosing Party that the Receiving Party will maintain the Confidential Information of the Disclosing Party as secret and confidential as though it was the Confidential Information of the Receiving Party and that the Confidential Information will be kept secure by the Receiving Party, and the Receiving Party will take all steps reasonably necessary to secure that Confidential Information against unauthorized loss, use, or disclosure. The Confidential Information of the Disclosing Party will be used by the Receiving Party for the sole purpose of the Evaluation. Neither the Receiving Party, nor Receiving Party’s Representatives (defined below), will, either directly or indirectly: (a) use any Confidential Information of the Disclosing Party for any other purpose or for the benefit of any other person or entity; (b) disclose, reveal, report, publish, or give any Confidential Information of the Disclosing Party to any other person or entity; (c) modify, adapt, decode, translate, reverse engineer, decompile, or disassemble any products, services, samples, models, pre-production samples, prototypes, or software (or create derivative works based in whole or in part on the Disclosing Party’s Confidential Information, or otherwise attempt to discover the source code or structure, sequence, and organization of any software) at any time or under any circumstances. The Receiving Party will promptly notify the Disclosing Party if it becomes aware of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party and each of the Receiving Party’s Representatives (defined below) and will cooperate in every reasonable way to help the Disclosing Party regain possession and exclusive control of such Confidential Information and prevent further unauthorized use and disclosure.
Non-Disclosure and Non-Use Obligations. Recipient agrees to hold all Confidential Information in the strictest confidence and that its obligations of non-disclosure and non-use hereunder include the obligations:
Non-Disclosure and Non-Use Obligations. Tech (a) shall hold the Company’s Confidential Information in strict confidence, (b) shall not disclose such Confidential Information to any third party for any purpose except to the extent that such disclosure or use is directly related to and required by Tech’s performance of duties assigned to Tech by the Company, and (c) shall deliver immediately to the Company upon its request all Confidential Information in the possession of Tech.
Non-Disclosure and Non-Use Obligations. The Receiving Party and its Representatives shall not: (a) disclose any Confidential Information of the Disclosing Party to Third Parties; (b) use any Confidential Information of the Disclosing Party except as is necessary to perform its obligations under this Agreement. The Receiving Party shall immediately cease all use of the any Confidential Information of the Disclosing Party upon termination or expiration of this Agreement, and the obligations of confidentiality shall remain in place for a period of [***] years from expiration or termination of this Agreement.
