Non-Disclosure and Use. Except as provided in Section 13.4 or 13.5, the Receiving Party must hold all Confidential Information in strict confidence, shall not publish or disclose it to any Third Party, and use it only for the purposes of fulfilling its obligations under this Agreement. In particular, a Receiving Party shall not sell, utilize, implement, publish, distribute, file a patent application on, or otherwise use the Disclosing Party’s Confidential Information for any purpose or permit others to use Confidential Information for any purpose, without the Disclosing Party’s prior express written consent. Under no circumstances may the Receiving Party use Confidential Information for purposes of competing with the Disclosing Party or for purposes of interfering with the Disclosing Party’s or its Affiliates’ supply chain, customer or employee relationships. The Receiving Party will be liable to the Disclosing Party for any breach of this Article 13 by any Affiliate of the Receiving Party and by any Person under the Receiving Party’s (or its Affiliate’s) control or responsibility.
Non-Disclosure and Use. The parties agree that from the date of disclosure, the parties shall not disclose any Confidential Information received from the other party to any other person without the express prior written consent of the disclosing party. The parties shall not use the other’s Confidential Information for any purpose other than the Purpose of Disclosure and shall use the same degree of care to avoid unauthorized disclosure and unauthorized use of such Confidential Information as it employs with respect to its own confidential and proprietary information, and at a minimum to exercise reasonable care and permit authorized disclosure only on a need to know basis to its agents, representatives and employees (the 'Representatives') who are informed of the confidential nature of the Confidential Information and agree to be bound by and act in accordance with the terms and conditions of this Agreement to the same extent as though they were parties hereto. Each party shall be responsible for any breach of this Agreement by its Representatives.
Non-Disclosure and Use. During the term of the Executive’s employment and thereafter, the Executive agrees (i) not to disclose the Confidential Information except as required in the course of the Executive’s employment, (ii) not to copy or use the Confidential Information except as required for the performance of the Executive’s duties hereunder, and (iii) to comply with any procedures that the Company may adopt to preserve the confidentiality of the Confidential Information.
Non-Disclosure and Use. 2.1 The Receiving Party shall use the Confidential Information only for the Purpose.
2.2 The Receiving Party shall protect and hold in confidence all Confidential Information of the Disclosing Party. The Receiving Party shall limit its disclosure of the Confidential Information to its directors, officers, employees and external advisors (limited to lawyers, accountants and consultants) (collectively “Representatives”) solely to the extent such Representatives need to know such Confidential Information to carry out the Purpose and provided that such Representatives are subject to confidentiality obligations that prohibit each such Representative from disclosing or using the Disclosing Party’s Confidential Information other than in connection with the performance of the their obligations on behalf of the Receiving Party. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same level of efforts and measures it uses to protect its own confidential information and using at least commercially reasonable efforts and measures. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.
2.3 The Receiving Party shall not disassemble or reverse engineer any of the Disclosing Party’s Confidential Information for any purpose.
2.4 Neither Party shall disclose that the Parties have engaged in discussions or negotiations concerning the Purpose.
Non-Disclosure and Use. You agree to be bound by the terms of the General Confidentiality Agreement attached as Schedule "A."
Non-Disclosure and Use. Each of Buyer, Seller, Kilat and the Shareholders acknowledges that, in connection with the transactions contemplated by this Agreement, each has become or may become privy to the technical, marketing and other proprietary information of another party, including, without limitation, information, material, documents and data related to such other party, to the business activities of such other party and/or to its customers, trade secrets and other proprietary information (collectively, the "PROPRIETARY INFORMATION"). Each agrees (i) to take at all times all reasonably necessary steps to safeguard the confidentiality of any Proprietary Information; (ii) not to disclose, reveal, make accessible or make available to any third Person any Proprietary Information; and (iii) not to use any Proprietary Information for such party's own benefit or for any other Person's benefit; PROVIDED, HOWEVER, that Buyer, Seller, Kilat or the Shareholders may disclose (A) Proprietary Information which at the time of the disclosure is part of the public knowledge and readily accessible to such third party and (B) Proprietary Information which is required by law to be disclosed.
Non-Disclosure and Use. Each of Buyer, Centerpost, Seller, Kilat and the Shareholders acknowledges that, in connection with the transactions contemplated by the Option Agreement and the Transaction Agreements, each has become or may become privy to the technical, marketing and other proprietary information of another party, including, without limitation, information, material, documents and data related to such other party, to the business activities of such other party and/or to its customers, trade secrets and other proprietary information (collectively, the "PROPRIETARY INFORMATION"). Each agrees (i) to take at all times all reasonably necessary steps to safeguard the confidentiality of any Proprietary Information; (ii) not to disclose, reveal, make accessible or make available to any third Person any Proprietary Information; and (iii) not to use any Proprietary Information for such party's own benefit or for any other Person's benefit; PROVIDED, HOWEVER, that Buyer, Centerpost, Seller, Kilat or the Shareholders may disclose (A) Proprietary Information which at the time of the disclosure is part of the public knowledge and readily accessible to such third party, (B) Proprietary Information which is required by law to be disclosed, and (C) Proprietary Information required to be disclosed to BMC by the terms of the BMC Agreement.
Non-Disclosure and Use. The Service Provider acknowledges that the Confidential Information constitutes a valuable asset of, and is proprietary to Innventure. The Service Provider agrees to use, and to cause its Related Parties to use, the Confidential Information solely in connection with the business engagement between Innventure and the Service Provider and only as permitted by this Agreement. The Service Provider and its Related Parties shall not otherwise use the Confidential Information for its own benefit or for the benefit of any third party. During the time period that parties are engaged or otherwise a business relationship exists between the parties, and for three (3) years after a termination of the business relationship for any reason, the Service Provider and its Related Parties shall treat all of the Confidential Information as strictly confidential and not use for competitive advantage over Innventure unless otherwise agreed by Innventure in writing. The Service Provider agrees to promptly notify Innventure of any unauthorized disclosure of or access to the Confidential Information of which Service Provider or its Related Parties become aware. Nothing contained in this Confidentiality Agreement is to be construed as granting or conferring any rights, by license or otherwise, in any Confidential Information disclosed by Innventure. The Service Provider acknowledges and agrees that any disclosure or unauthorized use of the Confidential Information shall cause irreparable harm and loss to Innventure. If the Service Provider is unsure whether any information is Confidential Information, the Service Provider agrees to treat such information as Confidential Information unless the Service Provider is instructed by Innventure to the contrary. In an exception to the three-year confidentiality term, trade secret information will be treated as Confidential Information for as long as it retains trade secret status.
Non-Disclosure and Use. The Recipient Party will not, and will ensure that its employees, do not: disclose any of the Confidential Information to any other person without the prior written consent of OTC as the Disclosing Party; or use any of the Confidential Information otherwise than for the Specified Purpose, 13 Item 2, nor at any time circumvent OTC by going directly to any OTC supplier.
Non-Disclosure and Use. Each Party agrees with respect to the Confidential Information of the other Party and other members of the collaboration, that it shall (a) use such Confidential Information only in furtherance of this Agreement and the activities contemplated herein (the “Purpose”), (b) use the same degree of care that it uses to protect its own Confidential Information (but in no event less than reasonable care) to prevent unauthorized use and disclosure of such Confidential Information and
