Nondisclosure and Non-Use Obligations Sample Clauses

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: 9.1.1.1. is known by the Receiving Party at the time of its receipt from the Disclosing Party, and not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records; 9.1.1.2. is known to the public before its receipt from the Disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving Party; 9.1.1.3. is subsequently disclosed to the Receiving Party by a Third Party who is not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or 9.1.1.4. is developed by the Receiving Party independently of Confidential Information received from the Disclosing Party, as documented by the Receiving Party’s business records. For clarity, and notwithstanding any provision to the contrary set forth in this Agreement, (a) all Eureka Licensed Know-How will be Confidential Information of Eureka, (b) all Licensee Agreement Know-How will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all information exchanged between the Parties regarding the Prosecution and Maintenance of the Patent Rights under Article 12 will be the Confidential Information of the Disclosing Party. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is encompassed by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because indivi...

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 and third parties 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. In the event of Disclosure of Covered Information to Conquer by HCA or the HCA, Conquer 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 Conquer 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 Conquer 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 express written consent or as provided by law.

Nondisclosure and Non-Use Obligations. (a) During the term of this Agreement and in the course of Consultant’s performance hereunder, Consultant may receive and otherwise be exposed to NeuroMetrix confidential and proprietary information. Any information provided by NeuroMetrix or on behalf of NeuroMetrix in connection with this Agreement shall constitute confidential and proprietary information and shall include, without limitation, marketing and customer support strategies, website password and password-protected material, financial information, sales, costs, profits and pricing methods, internal organization information, employee information, and customer lists, technology information, discoveries, inventions research and development efforts, processes, hardware/software design and maintenance tools, samples, media, formulas, methods, product know-how and show-how, and all derivatives, improvements and enhancements to any of the above whether created or developed by Consultant under this Agreement or otherwise, and information of third parties as to which NeuroMetrix has an obligation of confidentiality (collectively referred to as “Confidential Information”); provided however, that Confidential Information shall not include information which (i) is now or hereafter becomes, through no act or failure of any party hereto, generally known or available; (ii) is known by the Consultant at the time of receiving such Confidential Information (and Consultant is not otherwise obligated to maintain the confidentiality of such information); (iii) is hereafter furnished to the Consultant without restriction on disclosure; (iv) is independently developed by the Consultant without any breach of this Agreement (or Consultant’s other obligations to NeuroMetrix); or (v) is the subject of written permission to disclose by NeuroMetrix. (b) Consultant acknowledges the confidential and secret character of the Confidential Information, and agrees that the Confidential Information is the sole, exclusive and extremely valuable property of NeuroMetrix. Accordingly, Consultant agrees (i) not to reproduce any of the Confidential Information without the prior written consent of NeuroMetrix, (ii) not to use the Confidential Information except in the performance of this Agreement, and (iii) not to disclose all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement. Upon termination of this Agreement for any reason, including expiration of term, Consu...

Nondisclosure and Non-Use Obligations. 10.1.1 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: (a) is known by the Receiving Party at the time of its receipt from the Disclosing Party, and not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records; (b) is known to the public before its receipt from the Disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving Party; (c) is subsequently disclosed to the Receiving Party by a Third Party who is not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (d) is developed by the Receiving Party independently of Confidential Information received from the Disclosing Party, as documented by the Receiving Party’s business records.

Nondisclosure and Non-Use Obligations. 13.1.1 All Confidential Information disclosed by or on behalf of one Party to the other Party under this Agreement will, during any Term and for a period of [***] after the end of all Terms, 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 rights or to perform its obligations hereunder, or as otherwise set forth herein, without the prior written consent of the disclosing Party. The existence and terms of this Agreement 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 16 will be the Confidential Information of the disclosing Party. All reports delivered by Fresenius or its Affiliates to Humacyte or its Affiliates hereunder will be the Confidential Information of Fresenius; and all reports delivered by Humacyte or its Affiliates to Fresenius or its Affiliates hereunder will be the Confidential Information of Humacyte.