Non-Use and Non-Disclosure. Each Recipient shall, and shall cause its Representatives which have access to the Disclosing Party’s Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per dose.
Appears in 6 contracts
Samples: Manufacturing Agreement, Manufacturing Agreement, Manufacturing and Supply Agreement
Non-Use and Non-Disclosure. Each Recipient shallagrees not to use, and shall cause to use best efforts to ensure all of its Representatives not use (which have access to the Disclosing Party’s Confidential Information to, maintain in strict confidence, and obligation shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf include informing such Representatives of the Disclosing Party pursuant to this Agreement. In particularconfidential nature of such information), the Purchaser shall protect any Confidential Information pursuant for any purpose except to this Agreement on evaluate and engage in discussions concerning the bases of applicable provisions of public procurement and/or information right Laws Proposed Transaction. Recipient acknowledges and agrees that Recipient is evaluating the Proposed Transaction solely for its own account as a principal in Albania the Proposed Transaction, and not as a broker, agent or representative for the protection of confidential information, trade secrets, industrial property rightsany other person or entity. Each Recipient shall agrees not use or to disclose such any Confidential Information to third parties or to employees of Recipient, except as permitted by this Agreementto those Representatives who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting Notwithstanding the foregoing, shall not use the Confidential Information for the benefit of the if Recipient or its Representatives are required by any of its Representativesapplicable judicial, regulatory, or for the benefit of governmental authority to disclose any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify (to the extent legally permissible) provide Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party prompt written notice of such request, as soon as practicable, before request or requirement and reasonable assistance in opposing such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order disclosure or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks seeking a protective order or other remedylimitations on disclosure, Recipient shall promptly cooperate with and reasonably assist the so that Disclosing Party (at may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. Subject to the foregoing, Disclosing Party’s cost) in such efforts. If the Disclosing Party fails failure or inability to obtain a protective order or waives compliance other remedy as contemplated herein, or failure to provide a waiver, shall not prohibit or prevent Recipient or its Representatives from complying with the relevant provisions requested or required disclosure of this Agreement, Recipient shall disclose only that portion of such Confidential Information which its legal counsel determines it (or any portion thereof) after the required notice and assistance as required above, provided that any disclosure shall be limited to only such information as is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer respond to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per dosesuch request for disclosure.
Appears in 3 contracts
Samples: Nondisclosure Agreement, Nondisclosure Agreement, Non Disclosure Agreement
Non-Use and Non-Disclosure. Each Recipient shallParty agrees that commencing on the Effective Date and continuing in perpetuity after the termination of PAEA’s engagement with Member (the “Term”), and shall cause its Representatives which have access to the Disclosing Party’s receiving Party will keep the Confidential Information to, maintain in strict confidence, the strictest confidence and shall not disclose modify, disclose, recreate, create derivatives, copy or adapt such information for any purpose other than as specifically required to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling perform its obligations under this Agreement andand will not, without limiting during or subsequent to the foregoingterm of this Agreement, shall not (i) use the Confidential Information for any purpose whatsoever other than the benefit performance of its obligations under this Agreement or (ii) disclose the Confidential Information to any third party. Each Party agrees that all Confidential Information will remain the sole property of the Recipient or disclosing Party (except Student Personal Data, which is owned by the Student it identifies). The Parties agree to take all reasonable precautions to prevent any unauthorized disclosure of its Representatives, or such Confidential Information and that each shall have exclusive responsibility for the benefit conduct of their respective employees in relation to the Confidentiality terms of this Agreement. Each Party acknowledges and agrees that disclosure of any Confidential Information without the express written permission of the disclosing Party will cause the disclosing Party irreparable harm for which remedies at law may be inadequate and that any breach or threatened breach of this Agreement by the receiving Party will entitle the disclosing Party to seek injunctive relief, in addition to any other Personlegal and/or equitable remedies available to it, in any court of competent jurisdiction. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it lawsuit or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known legal proceeding is commenced to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute enforce or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks construe a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions portion of this Agreement, Recipient the prevailing party, in addition to any other amounts to which the prevailing party may be entitled or awarded, the non-prevailing party shall disclose only that portion of Confidential Information which its legal counsel determines it is be required to disclose. Neither this Agreement nor pay the performance reasonable attorneys’ fees and costs of litigation incurred by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per doseprevailing party.
Appears in 3 contracts
Samples: Master License Agreement, Master License Agreement, Master License Agreement
Non-Use and Non-Disclosure. Each Recipient shall, and Party to this Agreement or any Product Addendum shall cause its Representatives which have access to the Disclosing Party’s Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing other Party pursuant to this Agreement. In particular, the Purchaser shall protect Agreement or any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rightsProduct Addendum. Each Recipient Party shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient Party shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information of the other Party with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting Notwithstanding the foregoing, the preceding restrictions shall not use apply to information that the recipient can demonstrate (a) was lawfully in its possession prior to the time of disclosure (except where (i) Pfizer or one of its Affiliates is the recipient and such information is included in the Animal Health Assets or is otherwise owned by Zoetis or one of its Affiliates pursuant to the Separation Agreement, this Agreement or any other Ancillary Agreement, or (ii) Zoetis or one of its Affiliates is the recipient and such information is included in the Excluded Assets or is otherwise owned by Pfizer or one of its Affiliates pursuant to the Separation Agreement, this Agreement or any other Ancillary Agreement); (b) is or becomes public knowledge through no fault, omission, or other act of the recipient; (c) is obtained from a third party lawfully entitled to possession of such Confidential Information for and under no obligation of confidentiality to the benefit of the Recipient disclosing party; or any of its Representatives, (d) was independently developed by or for recipient without violating the benefit terms of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding sameAgreement. In addition, if Recipient recipient is required requested to disclose the Disclosing Party’s Confidential Information of the other Party in connection with any court order, statute a legal or Government directive administrative proceeding or otherwise to comply with a requirement under any Law, Recipient such recipient shall give the Disclosing Party disclosing party prompt notice of such request, as soon as practicable, before such Confidential Information is disclosed request so that the Disclosing Party disclosing party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party disclosing party seeks a protective order or other remedy, Recipient recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) disclosing party in such efforts. If the Disclosing Party disclosing party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient the recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per dose.
Appears in 2 contracts
Samples: Master Manufacturing and Supply Agreement, Master Manufacturing and Supply Agreement (Zoetis Inc.)
Non-Use and Non-Disclosure. Each Recipient shall, 7.1 Xxxxxx agrees that he will occupy a position of trust and shall cause its Representatives which have access confidence with respect to the Disclosing Party’s affairs and business of the Corporation and that it is reasonable and necessary for Xxxxxx to make non-use and non-disclosure covenants to be effective during and after the Term hereof. Xxxxxx acknowledges and agrees that the Confidential Information to, maintain in strict confidence, and has commercial value by virtue of its secrecy. Xxxxxx shall not not: (a) use any Confidential Information for any purpose other than to further the best interests of the Corporation only; or (b) disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect party any Confidential Information pursuant disclosed to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania him by or for the protection of confidential informationCorporation, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard to further the confidential and proprietary nature best interests of the Disclosing Party’s Confidential Information with at least Corporation and only if the same degree Board of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of careDirectors approves such disclosure in advance in writing. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without Without limiting the foregoing, Xxxxxx shall not use the publish any material containing Confidential Information for the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizerthe Corporation and shall submit draft materials of any publication containing Confidential Information to the Board of Directors of the Corporation for prior review to ensure that the Corporation is satisfied that it contains no Confidential Information and shall allow a period of at least sixty (60) days for such review. The foregoing restrictions on use and disclosure shall not apply to any Confidential Information that:
(a) the Board of Directors, and in its sole discretion, has granted prior express consent for Xxxxxx to disclose or use;
(b) Pfizer may disclose (i) at the time Xxxxxx uses or discloses such Confidential Information to its Affiliates and BioNTech a third party, has been previously made available to Xxxxxx by a person, other than the Corporation or anyone acting on behalf of the Corporation, having the right to do so without breaching any obligation of non-use or confidentiality;
(c) at the time Xxxxxx uses or discloses such Confidential Information to a third party it has already become publicly known, for example, by publication, through no breach of any obligation of non-use or confidentiality; or
(d) is required to be disclosed pursuant to a requirement of a governmental agency or law so long as Xxxxxx provides the Corporation with notice of such requirement prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per doseany such disclosure.
Appears in 2 contracts
Samples: Gleave Services Agreement (Oncogenex Technologies Inc), Services Agreement (Oncogenex Technologies Inc)
Non-Use and Non-Disclosure. Each Recipient shall, and shall cause its Representatives which have access to the Disclosing Party’s Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such any Confidential Information for any purpose except to evaluate and engage in discussions concerning the Opportunity. Recipient shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without Discloser’s prior written consent, except as expressly permitted by this Agreementparagraph. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s not disclose Confidential Information with or permit the disclosure of Confidential Information to its employees, except that Recipient may disclose Confidential Information to those employees of Recipient who are required to have the information for Recipient to evaluate or engage in discussions concerning the Opportunity; provided that such employee has signed a non-use and non-disclosure agreement in content at least as protective as the same degree provisions hereof, before any disclosure of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of to such breach and all facts known to Recipient regarding sameemployee. In addition, if Company as Recipient is may disclose Confidential Information to those of Company’s advisers, investors (both current and prospective), lenders, joint development partners, and vendors who are required to have the information for Company to evaluate or engage in discussions concerning the Opportunity, subject to a written or other legal duty not to disclose the Disclosing PartyConfidential Information. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information. Each Party understands that the Recipient may develop information, materials or technology, or receive information, materials or technology that may be similar to the Discloser’s Confidential Information. Accordingly, nothing in this Agreement represents or infers that the Recipient is prohibited from developing products, technology or other materials contemplated by the Disclsoer’s Confidential Information, provided that Discloser’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) not used in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per dosedevelopment.
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement
Non-Use and Non-Disclosure. Each (a) Receiving Party agrees to maintain the confidentiality of all Confidential Information it receives or otherwise obtains from the Disclosing Party, and agrees that it shall not disclose, divulge, reveal, transmit or disseminate the Confidential Information or any documents or copies of documents containing Confidential Information to any party, other than its employees, and those Third Party Recipients assisting in the Review to whom disclosure is strictly necessary, except as otherwise permitted by the terms of this Agreement. In the event Receiving Party discloses Confidential Information to a Third Party Recipient, Receiving Party shall cause such Third Party Recipient shallto hold in confidence all such Confidential Information disclosed to it or them.
(b) Receiving Party agrees that it shall use, and shall cause its Representatives which have access employees, and all Third Party Recipients to the Disclosing Party’s use a standard of care with respect to protecting Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be that is no less strict than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained those set forth in this Agreement, includingwhich standard Receiving Party will enforce at Disclosing Party’s request. Receiving Party further agrees that at no time shall it use or knowingly permit any other party to examine, without limitationuse, the price per dose of Product derive any benefit from, or refundability otherwise exploit Confidential Information, except in furtherance of the Advance Payment or any information that could reasonably ascertain Potential Bid and Purchase and in conformance with the price per dose requirements of ProductSection 2(a) hereof, without the prior written consent of Pfizer, and the Disclosing Party.
(bc) Pfizer may disclose The duty of non-disclosure shall not apply to information which: (i) Confidential Information can be documented to its Affiliates and BioNTech without prior written consent of Purchaser, and Disclosing Party’s reasonable satisfaction as being in the public domain at the time it was communicated to Receiving Party or subsequently enters the public domain other than through an unauthorized disclosure by Receiving Party hereunder; (ii) upon foreign government requestcan be documented to Disclosing Party’s reasonable satisfaction that it was independently developed after the time it was communicated to Receiving Party without the aid, financial information relating application or use in any way of the Confidential Information; (iii) can be documented to this AgreementDisclosing Party’s reasonable satisfaction as already known to Receiving Party at the time it was communicated to Receiving Party; or (iv) is required to be disclosed pursuant to judicial order or other compulsion of law; provided, including cost per dosehowever, that Receiving Party shall provide to the Disclosing Party prompt notice of any such order and comply with any protective or similar order imposed on such disclosure.
Appears in 1 contract
Non-Use and Non-Disclosure. a. Each Recipient shallreceiving party agrees that it (a) shall at no time, and shall cause its Representatives which have access to directly or indirectly, use or derive any benefit from the Disclosing Party’s Confidential Information toor disclose any Confidential Information to any other person or entity, maintain or to allow any other person or entity to examine, use or derive any benefit from the Confidential Information, in strict confidence, and all such instances without the prior express written consent of the disclosing party; (b) shall not disclose to any third make copies or extracts of the Confidential Information except upon the disclosing party, 's prior written consent; (c) shall maintain all Confidential Information observed by or disclosed in the strictest confidence at all times; (d) shall take all precautions to it by or on behalf preserve the confidentiality of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which Information; (e) shall be no less than a reasonable degree liable for any disclosure of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient by itself or by any or all of its RepresentativesAssociates; (f) shall not solicit for competing business, or for the benefit of initiate any other Person. In the event that Recipient becomes aware of competing contact with, any breach of the obligations contained corporations, businesses or persons who are in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify privity with the Disclosing Party in writing a business or financial relationship; and (g) promptly upon request by the disclosing party, the receiving party will, and will direct its Associates to, (i) return or, at the election of such breach the receiving party, destroy any written Confidential Information provided by the disclosing party or its Associates pursuant hereto and all facts known to Recipient regarding same. In additioncopies or modifications thereof, if Recipient is required to disclose and (ii) destroy those portions of any notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the Disclosing Party’s form thereof) prepared by the receiving party or its Associates which contain, reflect or are based upon, in whole or in part, any Confidential Information in connection with any court orderprovided by the disclosing party or its Associates pursuant hereto.
b. Any analyses, statute compilations, research, manuals, studies, or Government directive or requirement under any Law, Recipient shall give other document prepared by the Disclosing Party notice of such request, as soon as practicable, before such receiving party using the Confidential Information or otherwise prepared pursuant to the disclosing party's disclosure to the receiving party is disclosed so that and shall at all times remain the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with property of the relevant provisions disclosing party and shall be considered "Confidential Information" for all purposes of this Agreement. If .
c. The standard of care imposed on the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist receiving party for protecting the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required received from the disclosing party will be reasonable and prudent care to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer prevent improper disclosure or use of such Confidential Information, to the Recipient any proprietary rightsame degree the receiving party employs to protect its own Confidential Information, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting allowing access to such Confidential Information only to those persons who have a license need to know in its Confidential Information. connection with the proposed transaction.
d. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions anything contained in this AgreementSection to the contrary, includingMSGI/FDA shall have the right to use all FDA-intended materials and marketing advantages which it gains through FDL-protected and usage-sanctioned channels. It is understood by MSGI/FDA that all FDL products sold to MSGI/FDA are for the sole and restricted access, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizerviewing, and (b) Pfizer may disclose (i) Confidential Information sale to its Affiliates NATO-member government law enforcement, security and BioNTech without prior written consent of Purchaserintelligence organizations. All promotional materials, and (ii) upon foreign government requestliterature, financial information relating to this Agreement, including cost per doseelectronically transmitted information; etc must be protected by all reasonable means from access by non-authorized personnel.
Appears in 1 contract
Samples: Stock Purchase, Earnout and Royalty Payment Agreement (Msgi Security Solutions, Inc)
Non-Use and Non-Disclosure. Each Recipient shall, and Party to this Agreement or any Product Addendum shall cause its Representatives which have access to the Disclosing Party’s Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing other Party pursuant to this Agreement. In particular, the Purchaser shall protect Agreement or any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rightsProduct Addendum. Each Recipient Party shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient Party shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information of the other Party with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting Notwithstanding the foregoing, the preceding restrictions shall not use apply to information that the recipient can demonstrate (a) was lawfully in its possession prior to the time of disclosure; (b) is or becomes public knowledge through no fault, omission, or other act of the recipient; (c) is obtained from a third party lawfully entitled to possession of such Confidential Information for and under no obligation of confidentiality to the benefit of the Recipient disclosing Party; or any of its Representatives, (d) was independently developed by or for recipient without violating the benefit terms of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding sameAgreement. In addition, if Recipient recipient is required requested to disclose the Disclosing Party’s Confidential Information of the other Party in connection with any court order, statute a legal or Government directive administrative proceeding or otherwise to comply with a requirement under any Law, Recipient such recipient shall give the Disclosing disclosing Party prompt notice of such request, as soon as practicable, before such Confidential Information is disclosed request so that the Disclosing disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing disclosing Party seeks a protective order or other remedy, Recipient recipient shall promptly cooperate with and reasonably assist the Disclosing disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient the recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per dose.
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Kythera Biopharmaceuticals Inc)
Non-Use and Non-Disclosure. Each Recipient shall, and shall cause its Representatives which have access hereby agrees not to the Disclosing Party’s Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect use any Confidential Information for any purpose whatsoever except to [evaluate and engage in discussions concerning a potential purchase or lease of the Leased Premises or a potential purchase of the membership interests in Landlord] [inspect and evaluate the condition of the Leased Premises and the performance or non-performance by the Tenant of its obligations under the Lease] [do work on the Leased Premises pursuant to this Agreement on Paragraph 11 of the bases Lease], provided that Recipient may use any Confidential Information that is related to the Lease, to the Tenant’s performance under the Lease or to the Leased Premises (the “Lease Related Information”) in connection with the enforcement of applicable provisions the Lease or any related document. Recipient hereby agrees not to disclose any Confidential Information to third-parties or to employees of public procurement and/or Recipient, except to those employees of Recipient, and to Recipient’s attorneys, accountants, advisors, and potential lenders and other sources of capital (collectively, the “Representatives”) who are required to have the information right Laws in Albania for order to perform the protection of confidential information, trade secrets, industrial property rightsactivity described in the foregoing sentence. Each Recipient shall not use modify, adapt, alter, translate, reverse engineer, disassemble, create derivative works of, or disclose such decompile any prototypes, software, or other tangible objects that embody any Confidential Information except as permitted by this AgreementInformation. Each Without the prior written consent of a duly authorized representative of DWA, Recipient will not issue nor authorize in any manner whatsoever, directly or indirectly, the dissemination of any publicity or news story relating to the Confidential Information. Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary not confirm nor deny any information of like kind, which shall be no less than a reasonable degree of careany kind in any way relating to DWA or DWA’s business (except to Recipient’s Representatives). The If Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or is required by legal process to disclose any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify not be in breach of this Agreement, but, to the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In additionextent permitted by law, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party provide DWA prompt prior written notice of such request, as soon as practicable, before such Confidential Information is disclosed thereof so that the Disclosing Party DWA may seek an appropriate a protective order or other remedyappropriate remedy to prevent or limit disclosure of any Confidential Information. Recipient shall reasonably cooperate, or waive compliance at DWA’s expense, with the relevant provisions of this Agreement. If the Disclosing Party seeks DWA’s application for a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this AgreementIn any event, Recipient shall disclose only that portion of the Confidential Information which its legal counsel determines it that Recipient is legally required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per dose.
Appears in 1 contract
Non-Use and Non-Disclosure. Each Recipient shall, and shall cause its Representatives which have access agrees: (i) to hold the Disclosing Party’s Confidential Information to, maintain of Discloser and its affiliates in strict confidence, confidence and shall not disclose to any third party, all Confidential Information observed by or disclosed take reasonable precautions to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, (which precautions shall be no less than a reasonable degree of care. The those employed by Recipient and its Representatives may use, copy, and make extracts of to preserve the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or any secrecy of its Representativesown confidential materials), (ii) to comply with all federal and state laws regarding privacy and confidentiality of customer or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (consumer information including, but not limited to, the Xxxxx-Xxxxx-Xxxxxx Act and its implementing regulations, (iii) not to make any Intellectual Property rights subsisting therein) use of or be construed as granting a license in its act on any Confidential Information. Notwithstanding the foregoingInformation whatsoever at any time, in all cases, except (a) Purchaser may not disclose any of to internally evaluate and engage in discussions with Discloser concerning a potential business relationship between the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, parties and (b) Pfizer may to the extent the parties enter into a business relationship, as provided in the definitive agreement executed in connection with such relationship, (iv) not to copy such Confidential Information, or reverse engineer or disassemble any products, technology or tangible objects that utilize such Confidential Information, (v) not to disclose any such Confidential Information or any information derived therefrom to any third party or contact any third party regarding the Confidential Information or information derived therefrom, except to those of Recipient’s Representatives who have a legitimate “need to know” and are bound in writing to the restrictions herein, and (vi) not trade in Discloser’s securities based upon any Confidential Information. Recipient agrees and will direct such Representatives not to disclose to any person, without Discloser’s prior written consent, the fact that: (i) the Confidential Information is being made available to its Affiliates and BioNTech without prior written consent of Purchaser, and Recipient or (ii) any facts respecting the Purpose for which the Confidential Information is being provided. Recipient shall promptly notify Discloser upon foreign government requestdiscovery of any unauthorized use or disclosure of Confidential Information, financial information relating to or any other breach of this Agreement, including cost per doseand will cooperate with Discloser in every reasonable way to help regain possession of such Confidential Information and prevent its future unauthorized use. Recipient shall be responsible for any breach of this Agreement by its Representatives.
Appears in 1 contract
Non-Use and Non-Disclosure. Each Recipient shallparty agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning the Opportunity. Each party agrees not to disclose any Confidential Information of the other party, and shall cause its Representatives which have access except that, subject to Section 4 below, a receiving party may disclose the Disclosing Partyother party’s Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf those employees of the Disclosing Party pursuant receiving party who are required to have the information in order to evaluate or engage in discussions concerning the Opportunity and who have been advised of the receiving party’s obligations under this Agreement. In particular, The failure of any of the Purchaser shall protect any Confidential Information pursuant receiving party’s representatives to comply with the terms and conditions of this Agreement on shall be considered a breach of this Agreement by the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rightsreceiving party. Each Recipient shall not use If a receiving party is required by law to make any disclosure that is prohibited or disclose such Confidential Information except as permitted otherwise constrained by this Agreement. Each Recipient shall safeguard , the confidential and proprietary nature of receiving party will provide the Disclosing Party’s Confidential Information disclosing party with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party prompt written notice of such request, as soon as practicable, before such Confidential Information is disclosed requirement so that the Disclosing Party disclosing party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedyappropriate relief. Subject to the foregoing sentence, such receiving party may furnish that portion (and only that portion) of the Confidential Information that the receiving party is legally compelled or is otherwise legally required to disclose; provided, however, that the receiving party provides such assistance as the disclosing party may reasonably request in obtaining such order or other relief. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the other party’s Confidential Information and that are provided to the party under this Agreement. Pursuant to the Defend Trade Secrets Act of 2016, if the party receiving Confidential Information (the “Recipient”) is an individual, Recipient acknowledges that he/she shall promptly cooperate with and reasonably assist not have criminal or civil liability under any Federal or State trade secret law for the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion disclosure of Confidential Information which its legal counsel determines it that is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information trade secret that (including, but not limited to, any Intellectual Property rights subsisting thereinA) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose is made (i) Confidential Information in confidence to its Affiliates and BioNTech without prior written consent of Purchasera Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) upon foreign government requestsolely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, financial if such filing is made under seal. Additionally, if Recipient files a lawsuit for retaliation by the other party hereto for reporting a suspected violation of law (if applicable), Recipient may disclose the trade secret to Recipient’s attorney and may use the trade secret information relating in the court proceeding, if Recipient (X) files any document containing the trade secret under seal; and (Y) does not disclose the trade secret, except pursuant to this Agreement, including cost per dosecourt order.
Appears in 1 contract
Samples: Mutual Nondisclosure Agreement
Non-Use and Non-Disclosure. Each Recipient shall, and shall cause its Representatives which have access to the Disclosing Party’s 's Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s 's Confidential Information with w ith at least the same degree of care as it holds its own confidential or proprietary information of like oflike kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s 's Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 IO (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s 's Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s 's cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a either Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s 's Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Page 28 of 46 sss Qi Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii) upon foreign government request, financial information relating to this Agreement, including cost per dose.and
Appears in 1 contract
Samples: Manufacturing Agreement
Non-Use and Non-Disclosure. Each a. The Recipient shall, and shall cause its Representatives which have access agrees not to the Disclosing Party’s Confidential Information to, maintain in strict confidence, and shall not disclose to use any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not use or disclose such Confidential Information except as permitted strictly necessary to accomplish the Purpose or to evaluate and engage in discussions concerning the Purpose, or other use approved in advance in writing by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature Committee.
b. Without limiting the generality of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, the Recipient agrees not to, without prior written consent from the Committee, (1) divulge any Confidential Information to third parties; (2) copy documents containing any Confidential Information; or (3) videotape or make any recordings while volunteering for or providing services to the Committee. In no event shall not the Recipient use Confidential Information in a manner that is in any way detrimental to the Committee.
c. Notwithstanding the following, the Recipient may disclose Confidential Information if required by law, regulation, or legal or regulatory process, provided however, that at all times, the Recipient shall (i) take all commercially reasonable steps to preserve the privileged nature and confidentiality of the Confidential Information, including requesting that the Confidential Information for not be disclosed to non-parties or the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 public; (Confidential Informationii) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party Committee prompt written notice of such request, as soon as practicable, before such Confidential Information is disclosed practicable and legally allowable so that the Disclosing Party Committee may seek an appropriate protective order or other remedy, or waive compliance ; and (iii) cooperate with the relevant provisions of this AgreementCommittee to obtain such protective order. If In the Disclosing Party seeks a event that such protective order or other remedyremedy is not obtained, the Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose will furnish only that portion of Confidential the Proprietary Information which its legal counsel determines it which, on the advice of counsel, is legally required to disclosebe disclosed and will use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.
d. The Recipient will promptly (within 20 days) notify the Committee of any unauthorized release, disclosure or use of Confidential Information.
e. The Recipient will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information. Neither this Agreement nor the performance by a Party hereunder shall transfer to The foregoing does not grant the Recipient any proprietary right, title, interest a license or claim other right in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding All Confidential Information is and shall remain the foregoing, in all cases, (a) Purchaser may not disclose any sole and exclusive property of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of PfizerCommittee, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaserthe Committee has the exclusive, right, title, and (ii) upon foreign government request, financial information relating interest to this Agreement, including cost per dosesuch Confidential Information.
Appears in 1 contract
Non-Use and Non-Disclosure. Each Recipient shallDuring and after the term of this Agreement, Consultant, together with its employees and shall cause its Representatives which have access to agents, will hold in the Disclosing Party’s Confidential Information to, maintain in strict strictest confidence, and shall not disclose take all reasonable precautions to prevent any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. In particular, the Purchaser shall protect any Confidential Information pursuant to this Agreement on the bases of applicable provisions of public procurement and/or information right Laws in Albania for the protection of confidential information, trade secrets, industrial property rights. Each Recipient shall not unauthorized use or disclose such disclosure of Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party’s Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copyInformation, and make extracts of the Disclosing Party’s Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the benefit performance of the Recipient or any Services on behalf of its Representativesthe Company, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Informationii) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party’s Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party’s cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by a Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party’s Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, third party without the prior written consent of Pfizeran authorized representative of Company, and (b) Pfizer except that Consultant may disclose (i) Confidential Information to its Affiliates any third party on a need-to-know basis for the purposes of Consultant performing the Services; provided, however, that such third party is subject to written non-use and BioNTech without non-disclosure obligations at least as protective of Company and the Confidential Information as this Article 3.B. The Company agrees that this Agreement does not limit Consultant’s right to discuss Consultant’s services or unlawful acts in Company’s workplace, including but not limited to, sexual harassment or discrimination or any other conduct that Consultant has reason to believe is unlawful, or report possible violations of law or regulation with any federal, state or local government agency, or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to, “whistleblower” statutes or other similar provisions that protect such disclosure, to the extent any such rights are not permitted by applicable law to be the subject of nondisclosure obligations, or any other permitted activity applicable to Consultant; provided however, prior to such disclosure, to the extent allowable under applicable law, Consultant shall provide prior written consent notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Consultant agrees that no ownership of PurchaserConfidential Information is conveyed to Consultant. Without limiting the foregoing, and (ii) upon foreign government requestConsultant shall not use or disclose any Company property, financial information relating intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design or otherwise enable others to invent, author, make, develop or design identical or substantially similar designs as those developed under this Agreement for any third party. Without the Company’s prior written approval, Consultant shall not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Consultant has this arrangement with the Company. Consultant agrees that Consultant’s obligations under this Section 1.B shall continue after the termination of this Agreement, including cost per dose.
Appears in 1 contract
Samples: Independent Contractor Services Agreement (Veritone, Inc.)
