Nondisclosure and Non-Use Obligations. In the event of Disclosure of Covered Information to Contractor by HCA, Contractor agrees to: (1) hold Covered Information in strictest confidence and to take all reasonable precautions to protect such Covered Information (including, without limitation, all precautions the Contractor employs with respect to its own confidential materials); (2) not disclose any such Covered Information or any other information derived therefrom to any third party; (3) not make use of Covered Information for any purpose other than the performance of this Contract; (4) release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract; and (5) not release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without HCA’s express written consent or as provided by law.
Nondisclosure and Non-Use Obligations. 9.1.1. All Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement will be maintained in confidence by the Receiving Party and will not be disclosed to a Third Party or used for any purpose except pursuant to the licenses granted under this Agreement or as otherwise set forth herein, without the prior written consent of the Disclosing Party. Notwithstanding any provision to the contrary set forth in this Agreement, Confidential Information will not include any information that:
Nondisclosure and Non-Use Obligations. Subject to Sections 5.3 and 5.4, unless the Disclosing Party provides prior written consent, the Receiving Party shall maintain in confidence all Confidential Information of the Disclosing Party, shall not disclose such Confidential Information to any Affiliate of the Receiving Party or Third Party and shall not use such Confidential Information for any purpose except to exercise such Party’s rights or fulfill its obligations under this Agreement.
Nondisclosure and Non-Use Obligations. Each Party agrees that, during the Term and for a period of [***] thereafter, the Party (the “Receiving Party”) receiving Confidential Information of the other Party (the “Disclosing Party”) will: (a) maintain in confidence such Confidential Information using not less than the efforts such Receiving Party uses to maintain in confidence its own confidential or proprietary information of similar kind and value (but no less than reasonable efforts); (b) not disclose such Confidential Information to any Third Party without the prior written consent of the Disclosing Party, except for disclosures expressly permitted in Section 8.3 (Authorized Disclosure) and Section 8.4 (Terms of This Agreement); and (c) not use such Confidential Information for any purpose except those permitted by this Agreement or any agreement between an Affiliate of the Receiving Party and the Disclosing Party.
Nondisclosure and Non-Use Obligations. Each party hereto (the "Recipient") understands that the other party (the "Disclosing Party") and/or its respective shareholders, directors, officers, employees, Affiliates, representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, "Representatives") have disclosed or may disclose Confidential Information to the Recipient and its respective Representatives. Each of the parties, as Recipient, agrees that such Recipient and its Representatives will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Disclosing Party, to any person, firm or business, except to the extent necessary for performance of the Recipient's obligations hereunder, and under no circumstances will such Recipient or its Representatives disassemble, reverse engineer, or copy without the express written consent of the Disclosing Party, any such Confidential Information. Each of the parties, as Recipient, agrees that such Recipient shall disclose or cause to be disclosed Confidential Information of the other party, as Disclosing Party, only to those of such Recipient's Representatives that need to know such information, and such Recipient certifies that such Recipient's Representatives have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Disclosing Party, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as the Recipient, shall cause its Representatives to observe the terms of this Agreement, and such Recipient shall be responsible for any breach of this Agreement by any of its Representatives. Each of the parties, as Recipient, shall and shall cause its Representatives to ensure that all copies, extracts, summaries or other embodiments of the Confidential Information of the other party, as Disclosing Party, carry a confidentiality notice similar to that, if any, with which it was submitted to the Recipient or its Representatives. Each of the parties, as Recipient, agrees that such Recipient and its Representatives shall treat all Confidential Information of the other party, as Disclosing Party, with the same degree of care as such Recipient accords to such Recipient's own similar Confidential Information, but under no circumstances less than reasonable care. Each of the parties, as Recipient, shall immediately giv...
Nondisclosure and Non-Use Obligations. Lorus will use and may disclose the Confidential Information to its employees to perform its services herein for the benefit of EMBI. Lorus agrees that is shall treat all Confidential Information of EMBI with the same degree of care as it accords to its own Confidential Information, and Lorus represents that it shall disclose Confidential Information only to those of its employees who need to know such information and certifies that such employees have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by an obligation of confidentiality. Notwithstanding the foregoing, Lorus may use Confidential Information for the purpose of exercising its rights under the animal rights license agreement entered into between EMBI and Lorus on June 19th, 2009.
Nondisclosure and Non-Use Obligations. Indefinitely, from the Effective Date, Recipient will not use, disseminate or in any way disclose any Confidential Information to any person, firm or business, except to the extent that is unavoidably necessary for the purpose of conducting business with the Disclosing Party. Furthermore, Recipient may not disclose the existence of or contents of any negotiations, discussions, contracts or consultations in progress between the parties to any third party without the prior written approval of the Disclosing Party. Recipient shall treat all Confidential Information with the same degree of care as Recipient accords to Recipient’s own confidential information, but not less reasonable care. Recipient shall disclose Confidential Information only to those of its employees or agents who have a need to know such information to assist Recipient with respect to the Purposes of the Disclosing Party. Recipient certifies that each such employee or agent will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall immediately give notice to Disclosing Party of any unauthorized use or disclosure of the Confidential Information. Recipient shall assist the Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information. If such unauthorized possession or use of the Confidential Information is the result of the negligence of the Recipient or of any breach by the Recipient of the terms of this Agreement, the Recipient, at the Recipient's own expense, is to take all reasonable actions, including if likely to be effective, court proceedings, to recover possession of, or (as the case may be) to prevent further unauthorized use or disclosure of the Confidential Information.
Nondisclosure and Non-Use Obligations. Contractor will use the Confidential Information solely to perform Services for the benefit of Company. Contractor agrees that it shall treat all Confidential Information of Company with the same degree of care as it accords to its own Confidential Information, and Company and Contractor represent that they exercise reasonable care to protect their own Confidential Information. Contractor agrees not to communicate any information to Company in violation of the Proprietary rights of any third party. Contractor will immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Contractor agrees to assist Company in remedying any such unauthorized use or disclosure of the Confidential Information.
Nondisclosure and Non-Use Obligations. 12.1.1. All Confidential Information disclosed by one Party to the other Party under this Agreement and the Equity Agreements will, during the Term and for a period of ten (10) years thereafter, be maintained in confidence by the receiving Party and will not be disclosed to a Third Party or used for any purpose except to exercise its licenses and other rights, to perform its obligations, or as otherwise set forth herein, without the prior written consent of the disclosing Party. The existence and terms of this Agreement, the Equity Agreements, and the Joint Collaboration IP are the Confidential Information of each Party. All information exchanged between the Parties regarding the Prosecution and Maintenance and enforcement and defense of the Patents under Section 15 (Intellectual Property) will be the Confidential Information of the disclosing Party. The other Wave Know‑How and all reports delivered by Wave hereunder regarding the Exploitation of Collaboration Compounds, Collaboration Products, and Companion Diagnostic directed to any Collaboration Targets will be the Confidential Information of Wave and the other Takeda Know‑How and all reports delivered by Takeda hereunder regarding the Exploitation of Collaboration Compounds, Collaboration Products, and Companion Diagnostic directed to any Collaboration Targets and all Royalty reports delivered by Takeda hereunder will be the Confidential Information of Takeda. The Joint Collaboration Know-How will be the Confidential Information of each Party. Notwithstanding anything to the contrary set forth in this Agreement, during the Term each Party will use at least the same degree of care to protect the secrecy of the Know‑How and unpublished Patents exclusively licensed to the other Party hereunder that it uses to prevent the disclosure of its own other confidential information of similar importance and in any event a reasonable duty of care. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 84
Nondisclosure and Non-Use Obligations. Except as permitted in this paragraph, Consultant shall neither use nor disclose the Confidential Information. Consultant may use the Confidential Information solely to perform under the Statement of Work for the benefit of the Company. Consultant agrees that Consultant shall treat all Confidential Information of the Company with the same degree of care as Consultant accords to Consultant's own Confidential Information, but in no case less than reasonable care. If Consultant is not an individual, Consultant agrees that Consultant shall disclose Confidential Information only to those of Consultant's employees who need to know such information, and Consultant certifies that such employees have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Consultant under this Agreement. Consultant agrees not to communicate any information to the Company in violation of the proprietary rights of any third party. Consultant will immediately give notice to the Company of any unauthorized use or disclosure of the Confidential Information of which Consultant learns. Consultant agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information, to the extent such use or disclosure is by a current or past Subcontractor who gained access to such Confidential Information through work for Consultant.
