Non-use and Nondisclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to perform its obligations or exercise its rights under this Agreement. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees or consultants of the receiving party who are required to have the information. Nothing in this Section precludes either party from disclosing the other party's Confidential Information as required by law or a legal process.
Non-use and Nondisclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions with the other party concerning a potential business relationship between the parties. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees or professional advisors, except, subject to Section 4 of this Agreement, to those employees and professional advisors of the receiving party who are required to have the information to evaluate or engage in discussions concerning the contemplated business relationship. If either party or their respective directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information of the other party, the party required to make such disclosure shall give prompt notice to the other party so that such other party may seek a protective order or other appropriate relief. If a protective order or other relief is not obtained, the party required to make such disclosure shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.
Non-use and Nondisclosure. Neither party shall use the other party’s Confidential Information for any purpose except to perform under, and comply with the terms of, this Agreement. Neither party shall disclose the other party’s Confidential Information to third parties or to such party’s employees, except to those employees of the receiving party who are required to have the information in order for the receiving party to perform under, or to comply with the terms of, this Agreement. A party may disclose the other party’s Confidential Information if required by law so long as the receiving party gives the disclosing party prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure.
Non-use and Nondisclosure. The Receiving Party agrees not to use any Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The Receiving Party agrees not to disclose any Confidential Information to third parties or to employees or contractors of the Receiving Party, other than those of its employees or contractors who are required to have access to such information in order to fulfill the Receiving Party’s obligations under this Agreement. Notwithstanding the foregoing, either party may disclose the general terms and conditions of this Agreement to potential acquirers or investors and their respective agents upon prior written permission of the other party. The Receiving Party may disclose Confidential Information without any liability hereunder pursuant to any applicable law, regulation, court order or document discovery request, provided that prior written notice of such disclosure is furnished to the Disclosing Party as soon as reasonably practicable in order to afford the Disclosing Party an opportunity to seek a protective order against such disclosure.
Non-use and Nondisclosure. The Recipient agrees not to use any Confidential Information for any purpose except to provide the Services under the Agreement. The Recipient agrees not to disclose any Confidential Information to third parties or to employees or agents of the Recipient, except to those employees or agents who are required to have such information in order to assist the Recipient provide the Services under the Agreement. The Recipient agrees to cause each third party receiving any Confidential Information to enter into a separate non-disclosure agreement with the Company prior to any disclosure by the Recipient of Confidential Information to such other persons.
Non-use and Nondisclosure. The Recipient agrees not to use the Confidential Information for any purpose except to conduct the Strategic Discussions. Recipient will not disclose any Confidential Information to any third parties except those directors, officers, employees, consultants and agents who have a need to know the Confidential Information in order to carry out the Strategic Discussions. Recipient shall ensure that all such persons are bound by non-disclosure terms in content substantially similar to this NDA. Recipient will be responsible for breaches of this NDA by any such person. Recipient agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information, which measures shall include the highest degree of care the Recipient utilizes to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. Recipient agrees to notify Discloser in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.
Non-use and Nondisclosure. Recipient agrees that it will not at any time disclose, give, or transmit (in any manner or form or for any purpose) the Confidential Information received from the other party to any person, party, firm, or corporation. Recipient agrees that it will not use such Confidential Information for its own benefit or the benefit of any third party, or for any purpose other than the Authorized Purpose. Recipient shall take all reasonable measures to preserve the confidentiality and avoid the disclosure of Discloser’s Confidential Information. Such reasonable measures shall be no less than those procedures and controls Recipient employs to protect its own confidential information of like importance. Neither party shall disassemble, decompile, or otherwise reverse engineer any software product of the other party and, to the extent any such activity may be permitted, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement.
Non-use and Nondisclosure. The Receiving Party will not use any Confidential Information for any purpose except to evaluate and engage in discussions concerning matters related to the Business Opportunity. The Receiving Party will not disclose any Confidential Information to third parties or to Employees of the Receiving Party, except to those Employees who are required to have the Confidential Information in order to evaluate or engage in discussions concerning the contemplated business relationship or to execute on the Business Opportunity. The Receiving Party will not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Disclosing Party’s Confidential Information and that are provided to the Receiving Party under this Agreement.
Non-use and Nondisclosure. Except with the prior written consent of the disclosing Party, during and after the Term of this Agreement, the receiving Party will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of the Confidential Information, and neither Party will (i) use Confidential Information for any purpose whatsoever other than as necessary for the performance of the Project, nor (ii) disclose Confidential Information to any third party without the prior written consent of an authorized representative of the disclosing Party, except that the receiving Party may disclose Confidential Information to its Representatives on a need-to-know basis for the purposes of assisting a party to perform the Project. The receiving Party may also disclose Confidential Information to the extent compelled by applicable law, or required to comply with a governmental regulation, or requested by a governmental authority or an accrediting organization or association; provided however, prior to such disclosure, such Party shall provide prior written notice to the disclosing Party and the Parties shall cooperate to decide on the process, terms and conditions to disclose Confidential Information responsive to the request by a governmental authority or accrediting organization. If a Party receives a subpoena, or other order seeking disclosure of Confidential Information, the Parties shall cooperate to decide on the process, terms and conditions to disclose Confidential Information responsive to the subpoena or order, which may include seeking a protective order or such similar confidential protection as may be available under applicable law. The Parties agree that no ownership of Confidential Information is conveyed by the disclosing Party to the receiving Party. Each Party agrees that the Parties obligations under this subsection shall continue after the termination of this Agreement. In the Research Collaboration Agreement XBiotech USA / South Texas Blood & Tissue Center event of a conflict between this Section IX and a nondisclosure agreement signed by the Parties, this Section IX shall control. Notwithstanding anything herein or in the Mutual Non-Disclosure Agreement executed by and between the Parties dated effective October 30, 2014, XBiotech shall be free to use and disclose any of STBTC’s confidential information developed in the Project as required to commercially develop any Jointly Developed Technology in accordance with Secti...
Non-use and Nondisclosure. Sxxxxxxx acknowledges that in the course of his dealings with the Company, including but not limited to his role as a founder, member of the Board of Governors, officer, employee, consultant or other service provider, or owner of membership units, he will be exposed to the Company’s Confidential Information. Sxxxxxxx agrees that he will not at any time (a) use the Confidential Information for any purpose whatsoever other than on behalf of or for the benefit of the Company or (b) disclose the Confidential Information to any third party unless such disclosure (i) is for the benefit of the Company in the course of his services to the Company or (ii) Sxxxxxxx is authorized in writing to make such disclosure by the Chief Executive Officer (unless Sxxxxxxx is then serving as Chief Executive Officer) or the Board of Governors of the Company. Sxxxxxxx agrees that all Confidential Information will remain the sole property of the Company. Sxxxxxxx also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.
