Nondisclosure Obligations. Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. “
Nondisclosure Obligations. Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. “Proprietary Information” means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director’s general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.
Nondisclosure Obligations. 2.1 Confidential Information of Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care.
2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.
Nondisclosure Obligations. (a) Except as otherwise provided in this Agreement, Rugby acknowledges that the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, to any third party.
(b) Each party shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations.
(c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement.
(d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which:
(i) is or becomes part of the public domain other than by unauthorized acts of the party obligated not to disclose such information or its Affiliates or sublicensees, as applicable;
(ii) can be shown by written documents to have been disclosed to the receiving party or its Affiliates or sublicensees by a third party, provided such information was not obtained by such third party directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement;
(iii) prior to disclosure under this Agreement, was already in the poss...
Nondisclosure Obligations. The Receiving Party will not use the Confidential Information of the Disclosing Party for any purpose other than as necessary to fulfill its obligations or to exercise its rights under the Agreement, and by Dynatrace to improve the Dynatrace Offerings (the “Purpose”). The Receiving Party will not disclose Confidential Information of the Disclosing Party to any third party; provided that the Receiving Party may disclose Confidential Information to its partners, officers, directors, employees, contractors, Affiliates, agents, advisors, or representatives (“Representatives”) who need access to such Confidential Information for the Purpose and who are subject to written confidentiality obligations at least as stringent as the obligations set forth in this Section 16. Each party accepts responsibility for the actions of its Representatives and will protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but with no less than reasonable care. The Receiving Party will promptly notify the Disclosing Party upon becoming aware of a breach or threatened breach hereunder and will cooperate with any reasonable request of the Disclosing Party in enforcing its rights.
Nondisclosure Obligations. Except as otherwise provided in this Article 10, during the term of this Agreement and for a period of five (5) years thereafter, the Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by the other Party under this Agreement and marked or identified as "Confidential". For purposes of this Article 10, information and data described in clause (a) or (b) of the preceding paragraph shall be referred to as "INFORMATION." To the extent it is reasonably necessary or appropriate to fulfil its obligations or exercise its rights under this Agreement, a Party may disclose Information it is otherwise obligated under this Section not to disclose to its Affiliates, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis and on the condition that such entities or persons agree to keep the Information confidential for the same time periods and to the same extent as such Party is required to keep the Information confidential; and a Party or its sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, PROVIDED that such Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its Affiliates or sublicensees, PROVIDED that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates without breach of any of the provisions of this Agreem...
Nondisclosure Obligations. During the term of this Agreement and for a period of three (3) years thereafter, each Party shall maintain in confidence and use only for purposes of this Agreement any information supplied by the other Party (whether or not designated at the time of disclosure as "confidential" or the like) either in writing or verbally in connection with this Agreement, including information exchanged pursuant to the Mutual Confidentiality Agreement. For purpose of this Article V, such information and data that has been so supplied by a Party shall be referred to herein as "Information." Notwithstanding the foregoing, to the extent it is reasonably necessary or appropriate to fulfill its obligations under this Agreement, a Party may disclose Information to its Affiliates, consultants, and outside contractors, strictly on a need-to-know basis, on the condition that such entities or persons shall have agreed in writing to keep the Information confidential for the same time periods and to the same extent as such Party is required to keep the Information confidential; and a Party may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct trials with and to commercially market the Product or if such disclosure is required by applicable law or order of the court. The obligation not to disclose Information shall not apply to any part of such Information that (i) is or becomes patented, published, or otherwise part of the public domain other than by acts of the Party obligated not to disclose such Information or its Affiliates or sub licensees in contravention of this Agreement; or (ii) is disclosed to the receiving Party or its Affiliates by a Third Party, unless such Information was obtained by such Third Party directly or indirectly from the other Party to this Agreement on a confidential basis; or (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its Affiliates, unless such Information was obtained directly or indirectly from the other Party to this Agreement on a confidential basis.
Nondisclosure Obligations. Except as otherwise provided in this Article 10, during the term of this Agreement and for a period of five (5) years thereafter, both Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (i) confidential information and data resulting from or related to the development of Collaboration Products and (ii) all information and data not described in clause (i) but supplied by the other Party under this Agreement and marked "Confidential." For purposes of this Article 10, information and data described in clause (i) or (ii) of the preceding paragraph shall be referred to as "Information." To the extent it is reasonably necessary or appropriate to fulfil its obligations or exercise its rights under this Agreement, a Party may disclose Information it is otherwise obligated under this Section not to disclose to its Affiliates, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis and on the condition that such entities or persons agree to keep the Information confidential for the same time periods and to the same extent as such Party is required to keep the Information confidential; and a Party or its sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products or, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the Field. The obligation not to disclose Information shall not apply to any part of such Information that (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written
Nondisclosure Obligations. Each party to these Terms may furnish the other party with Confidential Information. The parties agree that, during the term of these Terms and thereafter, each Receiving Party will hold Confidential Information of the Disclosing Party in confidence and shall not (a) directly or indirectly use, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose or cause to be disclosed, or otherwise transfer any Confidential Information of the Disclosing Party to any third party other than to business, financial, or legal advisors, or in furtherance of a proposed sale, acquisition, or merger of substantially all of the Party’s business interests related to these Terms as long as such disclosure is made under a duty of confidentiality. or (b) utilize Confidential Information for any purpose, except the performance of its obligations under these Terms or as authorized in writing by the Disclosing Party. Each Receiving Party will limit the disclosure of Disclosing Party’s Confidential Information to its employees, third party contractors or consultants with a need-to-know and who have been advised of the confidential nature thereof and who are contractually obligated to maintain such confidentiality through execution of a nondisclosure agreement that is at least as protective as the terms and conditions of these Terms. The Receiving Party shall provide copies of these terms upon the written request of the Disclosing Party. Each Receiving Party shall be liable for any breach by any of its employees, third party contractors or consultants of the confidentiality obligations contained herein.
Nondisclosure Obligations. During the term of this Agreement, and for a period of three (3) years after termination hereof, each party will maintain all Confidential Information in trust and confidence and will not disclose any Confidential Information to any third party or use any Confidential Information for any unauthorized purpose. Each party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Each party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own, which shall at minimum be a reasonable standard of care. Each party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information. All information that is to be held confidential shall be given only to individuals who are made aware of the confidential nature of the information and who have signed a confidentiality agreement or who have a fiduciary responsibility to the disclosing party and who have a need to know.
