Non-Use; Non-Disclosure. 5.3.1. The Receiving Party shall not use any Confidential Information of the Disclosing Party, except for the purposes of performance of this Agreement (the “Purpose”) and shall take all reasonable measures (and at least those measures that the Receiving Party applies to protect its own Confidential Information , (but in no event less than reasonable care) to: (i) protect the secrecy of the Disclosing Party’s Confidential Information, and (ii) avoid disclosure and unauthorized use of the Disclosing Party’s Confidential
Non-Use; Non-Disclosure. 5.3.1. The Receiving Party shall not use any Confidential Information of the Disclosing Party, except for the purposes of performance of this Agreement (the “Purpose”) and shall take all reasonable measures (and at least those measures that the Receiving Party applies to protect its own Confidential Information, (but in no event less than reasonable care) to: (i) protect the secrecy of the Disclosing Party’s Confidential Information, and (ii) avoid disclosure and unauthorized use of the Disclosing Party’s Confidential Information. Except as expressly approved in writing by the Disclosing Party, the Receiving Party agrees not to disclose any Confidential Information to third parties and shall only forward or otherwise disseminate copies of Confidential Information, in whole or in part, to persons within the Receiving Party’s organization (including Affiliates) who have a "need-to-know" for the Purpose and who are subject to a duty of confidentiality with respect to such information that is no less restrictive than the provisions of this Section. If the Receiving Party makes copies of Confidential Information, it shall not remove or obstruct any copyright or other proprietary notices include therein.
5.3.2. A disclosure of Confidential Information by the Receiving Party (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party disclosing such information shall provide prompt written notice in advance thereof to the other Party to enable it to seek a protective order or otherwise prevent such disclosure.
Non-Use; Non-Disclosure. The receiving party shall not use the Confidential Information for any purpose other than for purposes of performing its obligations under this Agreement and shall divulge the information only to those of its employees and consultants who have a need to know it as a part of the receiving party’s obligations hereunder and said employees and consultants shall hold the information in confidence pursuant to this Agreement. The receiving party shall not disclose Confidential Information to any third party without the written consent of the disclosing party.
Non-Use; Non-Disclosure. During and after my employment with Company regardless of the reason why my employment ended, I will not use, disclose, or transfer any Confidential Information other than as authorized by Company within the scope of my duties with Company, and will not use in any way other than in Company’s business any Confidential Information, including information or material received by Company from others and intended by Company to be kept in confidence by its recipients. I understand that I am not allowed to sell, license, or otherwise exploit any products or services which embody or otherwise exploit in whole or in part any Confidential Information or materials.
Non-Use; Non-Disclosure. Each Party hereby agrees to hold Confidential Information in strict confidence and shall, in any case, protect such Confidential Information with no less diligence than that with which it protects its own confidential or proprietary information of a similar nature. The Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose unrelated to the Services. Each Party may disclose the Confidential Information of the other Party on a “need to know basis” and then only to its and its Affiliates’ directors, officers, advisors, employees and other legal, business or financial partners or representatives; provided that all such persons are subject to written confidentiality agreements which contain provisions which are no less restrictive than the provisions of this Section 23. In addition, Company may disclose this Agreement under a comparable non-disclosure agreement in response to a third party due diligence request supporting a financing or non-ordinary course of business corporate transaction.
Non-Use; Non-Disclosure. During and at any time after her employment with the Company, regardless of the reason of the termination of her employment, the Employee shall not use, disclose, permit to be disclosed or used, or transfer any Confidential Information other than as authorized in writing by the Company within the scope of her duties with the Company, and will not use in any way other than in the Company’s business any Confidential Information, including information or material received by the Company from others and intended by the Company to be kept in confidence by its recipients. The Employee understands that she is not allowed to sell, license, or otherwise exploit any products or services which embody or otherwise exploit in whole or in part any Confidential Information.
Non-Use; Non-Disclosure. The receiving Party shall (i) use the Confidential Information of the disclosing Party only during the Term and only as reasonably necessary to carry out the purpose of this Agreement, (ii) protect the Confidential Information of the disclosing Party against unauthorized use or disclosure applying standards of care reasonably expected and no less stringent than the standards applied to protection of the receiving Party’s own confidential information of a similar nature and (iii) not disclose any Confidential Information of the disclosing Party to any person or entity except to its Permitted Recipients but then only on a need to know basis to those Permitted Recipients who are bound by confidentiality restrictions as restrictive as this Section 10. The Background IP and Arising IP of each Party shall be considered Confidential Information. Notwithstanding the forgoing, 89bio may disclose Confidential Information of Provider as is requested by Regulatory Authorities or as is necessary to be included in regulatory filings or regulatory and ethical authorizations and approvals required for the lawful conduct of clinical trials by 89bio or to the extent reasonably necessary, to sublicensees, licensees, collaborators, vendors, consultants, agents, attorneys, contractors and clinicians under written agreements of confidentiality at least as stringent as those set forth in this Agreement, who have a need to know such information or to existing or potential acquirers, merger partners, collaborators, licensees, sublicensees and sources of financing or to professional advisors (e.g., attorneys, accountants and prospective investment bankers) involved in such activities, for the limited purpose of evaluating such transaction, collaboration, or license or sublicense and under appropriate conditions of confidentiality, only to the extent necessary and with the agreement by those individuals to maintain such Confidential Information in strict confidence.
Non-Use; Non-Disclosure. The Company and Recipient each agree not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Neither party shall disclose or permit disclosure of any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the discussions regarding the Relationship. Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Both parties agree to not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided per this Agreement. Each party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the disclosing party which may come to the receiving party’s attention.
Non-Use; Non-Disclosure. You acknowledge and agree that by virtue of Your employment with Jabil and/or Jabil Group, You have obtained, learned, and/or had access to Confidential Information, Trade Secrets, and other Confidential Materials of Jabil Group in which Jabil Group invested significant time, resources, and expense and which provide significant competitive value to Jabil Group, and were in a position of trust and confidence with Jabil Group and benefitted from Jabil and Jabil Group’s relationships and goodwill. In signing this Agreement, You hereby warrant, represent, and agree that You have not used or disclosed any Confidential Information or other Confidential Materials other than as necessary in the ordinary course of performing Your duties on behalf of Jabil in furtherance of Your employment with Jabil and/or Jabil Group. You hereby agree that, without limitation Your right to engage in Protected Activities (as defined below) and unless compelled by properly served subpoena and/or government / administrative authority, or by order of a court of competent jurisdiction or for the purpose of exercising any right deriving from this Agreement and/or to fulfill tax obligations, You will not at any time use or talk about, write about or disclose in any manner or publicize: (a) the existence or terms of this Agreement or its execution or implementation, or any dispute or resolution of any dispute regarding this Agreement or Your employment within Jabil Group (except as otherwise specifically required or permitted by this Section 3 or in engaging in Protected Activities); or (b) Jabil Group’s Trade Secrets, business, operations, customers or employment data, policies or practices, Confidential Information, Work Product, and other Confidential Materials.
Non-Use; Non-Disclosure. Each Party agrees not to use any Confidential Information of the other Party for any purpose except for performing their respective obligations pursuant to this Agreement, and, with regard to Customer, in the course of using the Services for their intended purposes. Without derogating from the foregoing, each receiving Party agrees to restrict and limit disclosure of any Confidential Information received from the disclosing Party to those agents, business consultants, representatives or employees of the receiving Party who are required to have the information in order to (i) perform the receiving Party’s obligations under the Agreement, or (ii) perform services or other obligations for the receiving Party in connection with the Agreement, or (iii) with regard to Customer, those who may use the Services. Neither Party shall reverse engineer, disassemble or decompile any software or other tangible objects that are provided as the Confidential Information of the disclosing Party. Notwithstanding anything to the contrary under Section D, Paragraph 4, each Party shall take reasonable measures (but, at minimum, industry security standards including security with respect to physical, software, network, and data transmission) to protect the secrecy of Confidential Information of the other Party and avoid loss or unauthorized disclosure, access or use of such Confidential Information. Neither Party shall remove the other Party’s proprietary rights notices on any copy of Confidential Information. Each Party shall immediately notify the other Party in the event of any unauthorized use or disclosure of Confidential Information that the Party becomes aware of.
