Non-Disclosure; Non-Use. You agree not to disclose, give, sell or otherwise divulge the “Confidential Information” (as defined in the Code of Conduct and Ethics) to any other person or entity at any time without the Company’s prior written consent. You further agree not to (i) use any of the Confidential Information for your own account for or for the account of any other person or entity or (ii) use or retain, without the Company’s prior written consent, any figures, calculations, letters, papers, drawings, computer printouts, computer discs or tapes, or copies thereof or other Confidential Information of any type or description pertaining to the Company, except in furtherance of the Company’s interests. You further agree that, upon your Separation, that you will (i) return physical copies of the Company’s information and Confidential Information in your possession, under your control or removed from the Company’s premises by you or under your direction, (ii) destroy all electronic copies of the Company’s information and Confidential Information in your possession, under your control or which was copied or removed from the Company’s premises or equipment by you or under your direction and (iii) return all Company property in your possession or under your control, including without limitation the following: Company computers, Blackberry or other mobile devices, cellular telephones, Company automobiles and keys and access cards to Company property. In the event that you are legally compelled by regulatory or legal process to disclose the Confidential Information, the foregoing confidentiality obligations shall not apply to you with respect to such information, provided that you have given the Company prompt prior written notice of such compulsion, cooperate with the Company in connection with any of its efforts to prevent or limit the scope of such disclosure and, following completion of such efforts, you only disclose such information as required under such regulatory or legal process then applicable to you. Nothing in this paragraph 7, or in the remainder of this Agreement, shall prohibit you from filing a charge with the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, or from talking to or cooperating with the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, and no notice to the Company is required under these circumstances.
Non-Disclosure; Non-Use. Employee covenants and agrees that during the Term of his employment or at any time thereafter he will (1) keep all company information strictly confidential and that he will not use such information for any purpose whatsoever or divulge such information to any Person other than Commerce or Persons with respect to whom Commerce has given its written consent to divulge such information; (2) safeguard Commerce’s Company Information from exposure to, or appropriation by unauthorized Persons, and that he will not, without the prior written consent of Commerce, divulge, reveal, report, publish, transfer or use for any purpose whatsoever (except as required by law), such Company Information.
Non-Disclosure; Non-Use. Each Recipient shall protect and keep confidential all Confidential Information disclosed by the Discloser and shall not disclose such Confidential Information to anyone except for employees and subcontractors of the Recipient, all of whom (i) shall have a need to know such information for the purpose of performing the Recipient’s obligations or enjoying its rights under this Agreement and (ii) shall bound by confidentiality obligations at least as restrictive as the confidentiality provisions in this Agreement. In no event shall the Recipient use the Discloser’s Confidential Information for any use other than performing the Recipient’s obligations under this Agreement. Upon request of the Discloser. the Recipient shall return or destroy the Confidential Information of the Discloser and all copies thereof. Each Recipient shall use at least the same level of care with respect to maintaining the confidentiality of the Discloser’s Confidential Information that it uses with respect to its own confidential information of a similar nature, but in no event less than a reasonable degree of care. No Recipient shall be deemed in breach of this Section Fourteen Paragraph B based on its disclosure or production of the Discloser’s Confidential Information in compliance with applicable law or a court order, and each Recipient shall, to the extent permitted under applicable law or court order, give the Discloser reasonable notice of any such required disclosure or production and an opportunity to attempt to preclude or limit the extent of such disclosure or production. Neither Discloser nor Recipient shall be deemed in breach of this Section Fifteen B based on its disclosure of this Agreement to its attorneys, accountants or other advisors, or subject to customary confidentiality arrangements any other party in connection with any contemplated or actual financing, business combination or sale or other strategic transaction.
Non-Disclosure; Non-Use. The receiving Party (the “Receiving Party”) shall maintain in confidence all Confidential Information, and shall not use, disclose or grant use of such Confidential Information except as expressly authorized by this Subcontract or the Protocol. The Receiving Party may disclose Confidential Information, as authorized hereunder, only to those employees, officers, agents, and researchers of the Receiving Party who agree to be bound by the terms of this Article 7. The Receiving Party shall use the strictest standard of care which is practical to ensure that such employees, officers, agents, and researchers do not disclose or make any unauthorized use of Confidential Information, and shall promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information.
Non-Disclosure; Non-Use. Each Member agrees that all Company Confidential Information (a) is and shall remain (as between such Member and the Company) the sole and exclusive property and proprietary information of the Company and (b) shall not be used or disclosed by such Member except (i) in furtherance of the Company’s business, (ii) with the prior written consent of the Managing Member or (iii) as required by applicable law.
Non-Disclosure; Non-Use. Recipient hereby agrees that the Confidential Material will be kept confidential and that Recipient will not disclose any of the Confidential Material to any other person and will not use the Confidential Material other than solely in connection with satisfying Recipient’s lawful obligations as a member of or observer to the board of directors (or equivalent governing body) of the Buyer or any of its subsidiaries (including, without limitation, QMS), as applicable. In any event, Recipient agrees to undertake precautions to safeguard and protect the confidentiality of the Confidential Material.
Non-Disclosure; Non-Use. Employee agrees that at all times during the period of Employee’s employment and after the termination thereof for any reason whatsoever, Employee will hold in the strictest confidence, will keep secret, and will not disclose, use, or publish any of the Company’s Confidential Information, except as such disclosure, use or publication may be required in connection with Employee’s work for the Company. Employee hereby assigns to the Company any rights Employee may have or acquire in the Confidential Information and agrees that all of the Confidential Information is and shall be the sole property of the Company and its successors and assigns. Employee acknowledges and agrees that the Company’s Confidential Information constitutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. Employee further understands and agrees that the confidentiality obligations set forth in this Article are continuing in nature, survive the termination of this Agreement or Employee’s employment, and restrict Employee’s activities following the termination of this Agreement or Employee’s employment.
Non-Disclosure; Non-Use. Because Cepheid and ABI will be cooperating with each other under this Agreement, each may reveal Confidential Information to the other. The Parties agree, by using the same degree of care as each uses for its own information of like importance, but not less than a reasonable degree of care, to hold in confidence any Confidential Information disclosed by the other Party hereunder, and not to disclose any Confidential Information of the other Party to any Third Party or, except as provided below, to any Affiliate, and not to use any Confidential Information disclosed by the other Party hereunder for any purpose other than carrying out its obligations under this Agreement (including, without limitation, furthering the Joint Development Program and this Collaboration), without the express written consent of the other Party. Each Party will disclose Confidential Information only to its employees or agents who have a need to know same for such purpose. With respect to any Confidential Information that is revealed by a Party to the other Party, the confidentiality and non-use requirements of this Section 8 will remain in force for a period of 5 years following the date the Confidential Information is disclosed, or 2 years after the expiration or termination of this Agreement, whichever is later.
Non-Disclosure; Non-Use. Because Cepheid and IDI will be cooperating with each other under this Agreement, each has and may reveal Confidential Information to the other. The Parties agree, by using the same degree of care as each uses for its own information of like importance, but not less than a reasonable degree of care, to hold in confidence any Confidential Information disclosed by the other Party hereunder, and not to disclose any Confidential Information of the other Party to any Third Party or, except as provided below, to any Affiliate, and not to use any Confidential Information disclosed by the other Party under the Xxxxxx agreements and hereunder for any purpose other than carrying out its obligations under this Agreement, without the express written consent of the other Party. Each Party will disclose Confidential Information only to its employees or agents who have a need to know same for such purpose. With respect to any Confidential Information that has been or is revealed by a Party to the other Party, the confidentiality and non-use requirements of this Section 7 will remain in force for a period of 5 years after the expiration or termination of this Agreement. Notwithstanding the foregoing, each Party may disclose the existence or details of this Agreement
(i) to Third Parties in the context of a proposed financing, as long as the Third Party subscribes to confidentiality obligations similar to those hereunder.
(ii) to Third Parties in the context of a due diligence conducted by a Third Party on the affairs of one of the Parties, as long as the Third Party subscribes to confidentiality obligations similar to those hereunder.
Non-Disclosure; Non-Use. Except as expressly authorized among the ----------------------- Parties, (including, without limitation, the exercise of the rights granted to a Party under this Agreement), each Party agrees not to disclose, use or permit the disclosure or use by others of any other Party's Confidential Information, unless and to the extent such Confidential Information (i) becomes a matter of public knowledge through no action or inaction of the Party receiving the Confidential Information, (ii) was in the receiving Party's possession under no duty of confidentiality before receipt from the Party providing such Confidential Information, (iii) is rightfully received by the receiving Party from a third party without any duty of confidentiality, (iv) is disclosed to a third party by the Party providing the Confidential Information without a duty of confidentiality on the third party, (v) is disclosed with the prior written approval of the Party providing such Confidential Information, or (vi) is independently developed by employees, agents or subcontractors of the receiving Party who had no access to and without any use of the other Party's Confidential Information. Information shall not be deemed to be available to the general public for the purpose of exclusion (ii) above with respect to each Party (x) merely because it is embraced by more general information in the prior possession of recipient or others, or (y) merely because it is expressed in public literature in general terms not specifically in accordance with the Confidential Information.
