Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions: (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party. (b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information. (c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct. (d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law. (e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information. (f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government. (g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above. (h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party. (i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives. (j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 3 contracts
Samples: Enterprise License Agreement (Support Com Inc), Enterprise License Agreement (Support Com Inc), Enterprise License Agreement (Support Com Inc)
Nondisclosure of Confidential Information. All Confidential Information furnished under information disclosed by one Party to any other Party pursuant to this Agreement by the party disclosing such Confidential Information that (the "Disclosing Party"a) to the party receiving the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, if in machine-readable tangible form, or is labeled in writing as “proprietary” or “confidential” (including graphic materialor similar reference). When disclosed ; (b) if in machine-readable form oral or writingvisual form, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be is identified as Confidential Information proprietary or confidential or for internal use only at the time of initial disclosuredisclosure and summarized in writing within [*] thereafter shall be “Confidential Information” of the disclosing Party. The Receiving For purposes of this Agreement, regardless of which Party shall label clearly as "[Disclosing Party's Name] Confidential" all discloses such Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party the other, (a) all BMS Inventions shall receive the be Confidential Information of BMS and Pfizer, and Portola shall be the other party subject receiving Party, (b) all Portola Inventions shall be Confidential Information of Portola, and BMS and Pfizer shall be the receiving Parties, and (c) all Joint Inventions and Joint Patents shall, with respect to the following conditions:BMS and Pfizer, be Confidential Information of Portola and, with respect to Portola, be Confidential Information of BMS and Pfizer.
(a) Except to the extent expressly authorized in this Article 9, or as otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for a period of [*] thereafter, it shall (x) not use the disclosing Party’s Confidential Information shall be held and protected by Receiving Party for the [*] or [*]; or for any other purpose except as expressly provided for in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction this Agreement ; (y) treat the disclosing Party’s Confidential Information with the performance same degree of care the receiving Party uses to its own confidential information but in no event with less than a reasonable degree of care; and (z) reproduce the disclosing Party’s Confidential Information solely to the extent necessary to [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. accomplish the receiving Party’s obligations under this Agreement. The Receiving Party shall not disclose , with all such reproductions being considered the disclosing Party’s Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing PartyInformation.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officersNotwithstanding anything to the contrary in this Section 9.1, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) receiving Party may disclose the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's ’s Confidential Information (except for the limited purpose of making secondary copies for officers and employees to its employees, consultants or agents on a need-to-know basisbasis for the purpose of fulfilling the receiving Party’s obligations under this Agreement; provided, however, that (i) any such employees, consultants or agents are bound by written obligations of confidentiality at least as restrictive as those set forth in this Agreement, and shall return to Disclosing (ii) the receiving Party any remains liable for the compliance of such employees, consultants or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so directagents with such obligations.
(dc) GE's Each receiving Party acknowledges that in connection with its and Xxxxxxx.xxx obligations herein with respect to any item its representatives’ examination of the Confidential Information shall be binding upon each party during of the term disclosing Party, the receiving Party and its representatives may have access to material, non-public information, and that the receiving Party is aware, and will advise its representatives who are informed as to the matters that are the subject of this Agreement, that state and federal laws impose restrictions on the dissemination of such information and trading in securities when in possession of such information. Each receiving Party agrees that it will not, and will advise its representatives who are informed as to the matters that are the subject of this Agreement and for five (5) years after the expiration to not, purchase or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor sell any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party security of the Disclosing Party's Confidential Information.
(f) The Receiving disclosing Party shall not export or re-export any on the basis of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's extent such Confidential Information to a governmental entity in constitutes material non-public information about the event disclosing Party or such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or ordersecurity.
Appears in 3 contracts
Samples: Clinical Collaboration Agreement, Clinical Collaboration Agreement (Portola Pharmaceuticals Inc), Clinical Collaboration Agreement (Portola Pharmaceuticals Inc)
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (ii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange, Nasdaq, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and that it shall use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the Companies who agree to be bound by this confidentiality agreement. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other party the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Party's Contract Administrator other parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or Technical Coordinator oron such party’s behalf during the conduct of the matters provided for in this Agreement, when appropriatewhether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 15.1 will cause irreparable damage or injury to the parties, disposed the exact amount of as they so direct.
(d) GE's which may be impossible to ascertain, and Xxxxxxx.xxx obligations herein with respect that, for such reason, among others, the parties shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any item of Confidential Information injunction shall be binding upon in addition to, and not in limitation of, any other rights and remedies the parties may have against each party during the term other. The provisions of this Agreement and for five (5) years after the expiration or Section 15.1 shall survive any termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 2 contracts
Samples: Agreement and Plan of Exchange (Vitro Biopharma, Inc.), Merger Agreement (Vitro Biopharma, Inc.)
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to parties that is included in the following conditions:
assets (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the parties. Information shall not be deemed Confidential Information and afforded the protections of this Section 14 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (ii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that they will not disclose, and that they will use their best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the parties. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other parties the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party behalf during the term conduct of the matters provided for in this Agreement and for five (5) years Agreement, whether so obtained before or after the expiration execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 14 will cause irreparable damage or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations injury to the other regarding parties, the accuracy or future utilization by exact amount of which may be impossible to ascertain, and that, for such reason, among others, the Receiving Party other shall be entitled to an injunction, without the necessity of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export posting bond therefor, restraining any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products further violation of such Confidential Information's technical data agreements. Such rights to any proscribed country, unless authorized by the Disclosing Party injunction shall be in writingaddition to, and as properly authorized by not in limitation of, any applicable regulation of other rights and remedies the U.S. Governmentparties may have against each other.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 2 contracts
Samples: Merger Agreement (Southshore Corp /Co), Merger Agreement (Southshore Corp /Co)
Nondisclosure of Confidential Information. All HWML and Broker each agree not to use any Confidential Information furnished under this Agreement disclosed to it by the other party disclosing such Confidential Information (for its own use or for any purpose other than to carry out the "Disclosing Party") to the purposes of this Agreement. Neither party receiving the Confidential Information (the "Receiving Party") shall remain the property will disclose or permit disclosure of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the any Confidential Information of the other party subject to third parties or to employees of the following conditions:
(a) party receiving Confidential Information shall be held Information, other than directors, officers, employees, consultants and protected by Receiving Party agents who are required to have the information in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with order to carry out the performance purposes of this Agreement. The Receiving Party shall not disclose the Each party has had, or will have, entered into arrangements with its employees, consultants and agents who have access to Confidential Information of the Disclosing Party other party with substantially similar restrictions on disclosure to anyone except this provision. Each party agrees that it will 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 provision to have any such information. Such measures will include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own officersConfidential Information of a similar nature, Employeeswhich will be no less than reasonable care. Each party agrees to notify the other in writing of any actual or suspected misuse, who have a need to know such information for purposes of exercising the Receiving Party's rights misappropriation or performing its obligations hereunder, and such officers and Employees shall make no further unauthorized disclosure of Confidential information Information of the disclosing party which may come to the receiving party’s attention. Notwithstanding the above, neither party will have liability to the other with regard to any other officers, employees, third parties or GE Contractors Confidential Information of the Receiving Party nor to any other which the receiving party without can prove:
(i) was in the express written authorization public domain at the time it was disclosed or has entered the public domain through no fault of the Disclosing Party.
receiving party; (bii) GE was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; or (iii) is disclosed with the prior written approval of the disclosing party. Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party will provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Confidential Information so disclosed will continue to be treated as Confidential Information as between the parties hereto. Notwithstanding the foregoing, either party may provide information about the terms and Xxxxxxx.xxx warrant status hereof on a confidential basis to its subcontractors, lenders, private investors, legal counsel, accountants, auditors and represent on their own behalf that all of their own officersother professional advisors, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date either party may file a copy of this Agreement be made aware of) with the terms Securities and Exchange Commission or other applicable regulatory body on advice of this non-disclosure agreement so counsel; provided, however, that they may sufficiently protect the considerable interests filing party will use reasonable efforts to seek confidential treatment of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term economic terms of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to will notify the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(fnon-filing) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products party in writing in advance of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third filing. Each party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire the restrictions and obligations in this Section 6.6 are reasonable and necessary to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to protect the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity other party’s interests and in the event such disclosure is required to of a violation of these restrictions or obligations, remedies at law may be disclosed pursuant to inadequate and a regulationviolation may cause irreparable damages. Accordingly, law or court order provided such party has given prior notice notwithstanding anything to the Disclosing Party and provides only contrary herein, each party shall be entitled to immediately seek injunctive relief, without posting bond or other security, against the minimum amount of information required to comply with such regulation other party or orderthe other party’s employees or agents for any violation thereof.
Appears in 2 contracts
Samples: Software Subscription Agreement, Software Subscription Agreement
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to Companies that is included in the following conditions:
Assets (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information shall not be deemed Confidential Information and afforded the protections of this Section 10 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (ii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and that it shall use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the Companies. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other Companies the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party behalf during the term conduct of the matters provided for in this Agreement and for five (5) years Agreement, whether so obtained before or after the expiration or termination of this Agreementexecution hereof. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party Each of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export Companies recognizes and agrees that violation of any of the Disclosing Party's Confidential Informationagreements contained in this Section 10 will cause irreparable damage or injury to the Companies, technical data or products received from the Disclosing Party or exact amount of which may be impossible to ascertain, and that, for such reason, among others, the direct products Companies shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such Confidential Information's technical data agreements. Such rights to any proscribed country, unless authorized by the Disclosing Party injunction shall be in writingaddition to, and as properly authorized by not in limitation of, any applicable regulation of other rights and remedies the U.S. GovernmentCompanies may have against each other.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 2 contracts
Samples: Reorganization Agreement (International Capital Funding Inc), Agreement and Plan of Reorganization (Guardian Technologies International Inc)
Nondisclosure of Confidential Information. All Confidential Information furnished under Each Party acknowledges that during the Term of this Agreement by Agreement, each (“Recipient”) will have access to and become familiar with, confidential information of the party disclosing such Confidential Information other (the "“Disclosing Party”) including but not limited to (hereinafter called ") Confidential Information"):
a. formulations, processes, systems, improvements, methods, source code, technologies and other information relating to the party receiving operation, development, preparation, distribution, pricing and marketing of the Confidential products or services of the Disclosing Party;
b. Information (pertaining to customers, vendors and distributors of the "Receiving Disclosing Party") shall remain ;
c. Information relating to finances, plans, business, profitability and other information relating to the property operation of the Disclosing Party;
d. other private and confidential information which is special and a unique asset of the Disclosing Party and/or its licensors. The or information which, if known to competitors or others outside the Disclosing Party's , would be harmful to the Disclosing Party; and
e. the terms of this Agreement, including the amount and method of calculating commissions payable hereunder.
i. The foregoing notwithstanding, the term “Confidential Information may be Information” does not include information that: (i) was rightfully in Recipient’s possession before the disclosure and its use is not restricted; (ii) is or becomes public knowledge through no act or omission of Recipient; (iii) is disclosed to Receiving Party visuallyRecipient without restrictions by a third party who had a right to disclose, orallyand if there is a restriction on the right to disclose, of which the Recipient is not aware, the information will remain Confidential Information, but the obligations and liabilities hereunder will only become effective as to the Recipient when the Recipient is or should be aware of the restriction ; or (iv) is independently developed by Recipient without the use of Confidential Information.
ii. Each Recipient agrees that it will not, either during, other than in machine-readable formthe ordinary course of business for the benefit of the Disclosing Party, or in writing (including graphic material)at anytime following termination of their business relationship, use, remove from the Disclosing Party’s premises or disclose any Confidential Information. When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Each Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party use care to machine readable form or writing as a result prevent disclosure of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject which is no less than that which Recipient uses with respect to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the own Confidential Information of the Disclosing Party to anyone except its own officersa similar nature, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party which shall not copy in any case be less than the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on care a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so directreasonable business person would use under similar circumstances.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 2 contracts
Samples: Partner Alliance Agreement, Partner Alliance Agreement
Nondisclosure of Confidential Information. All (a) Prior to the Effective Date, the Recipient and BMS entered into a certain Confidentiality Agreement dated March 27, 2017 (the “CDA”). As it relates to disclosures involving the BMS Study Drug, the Recipient Study Drug or the conduct of the Combined Therapy Clinical Trial only, the CDA is hereby terminated and replaced by the terms of this Agreement. Any Confidential Information furnished under relating thereto previously disclosed by the Parties pursuant to the CDA shall now be Confidential Information for purposes of this Agreement and the Parties shall treat it as such in accordance with the terms hereof. All written, visual, oral and electronic data, information, know-how or other proprietary information or materials, both technical and non-technical, disclosed by the party disclosing such Confidential Information (the "Disclosing Party") one Party to the party receiving other Party pursuant to this Agreement, and disclosed in the Confidential Information manner specified herein, that (the "Receiving Party"a) shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, if in machine-readable tangible form, or is labeled in writing as “proprietary” or “confidential” (including graphic materialor similar reference). When disclosed , or (b) if in machine-readable form oral or writingvisual form, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be is identified as Confidential Information proprietary or confidential or for internal use only at the time of initial disclosure. The Receiving Party disclosure or within thirty (30) calendar days thereafter shall label clearly as "[Disclosing be “Confidential Information” of the disclosing Party's Name] Confidential" , and all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx Study Data and GE agree that each party Inventions shall receive be the Confidential Information of the other party subject Party (or Parties) owning such Study Data or Invention (as provided in Section 8.2 with regard to the following conditions:
(a) Confidential Information shall be held Study Data and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction Section 6.1 with the performance regard to Inventions). For purposes of this Agreement. The Receiving , regardless of which Party discloses such Confidential Information to the other, (i) all Recipient Study Inventions, Recipient Technology and Recipient Regulatory Documentation shall not disclose the be Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising Recipient and BMS shall be the Receiving receiving Party's rights or performing its obligations hereunder, and such officers (ii) all BMS Study Inventions, BMS Technology, and Employees BMS Regulatory Documentation shall make no further disclosure be Confidential Information of Confidential information to any other officers, employees, third parties or GE Contractors of BMS and the Receiving Party nor to any other party without Recipient shall be the express written authorization of the Disclosing receiving Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf The Parties agree that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they Agreement shall be treated as Confidential Information of both Parties, and thus may sufficiently protect be disclosed only as permitted by Section 9.3. Except as required by Applicable Law, each Party agrees not to issue any press release or public statement disclosing information relating to this Agreement or the considerable interests transactions contemplated hereby or the terms hereof without the prior written consent of the Disclosing other Party's Confidential Information, except as permitted by Sections 9.3 and 9.6(b).
(c) The Receiving Except to the extent expressly authorized in this Section 9.1 and Sections 9.2, 9.3 and 9.6 below, or as otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for a period of [ ]* thereafter, it shall (A) keep confidential and shall not copy the Disclosing Party's publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information of the other Party (except including information relating to this Agreement or the transactions contemplated hereby or the terms hereof), (B) treat the other Party’s Confidential Information with the same degree of care the receiving Party uses for its own confidential information but in no event with less than a reasonable degree of care; and (C) reproduce the limited purpose disclosing Party’s Confidential Information solely to the extent necessary or reasonably useful to accomplish the receiving Party’s obligations under this Agreement or exercise the receiving Party’s rights to use and disclose such Confidential Information as expressly provided for in this Agreement, with all such reproductions being considered the disclosing Party’s Confidential Information, provided that, with respect to BMS Confidential Information that was received as confidential information from [ ]*, the obligations of making secondary copies for officers confidentiality and employees nonuse shall continue until BMS has obtained [ ]* written consent that the same may be freely used. Notwithstanding anything to the contrary in this Section 9.1, and subject to Section 8.3, the receiving Party may disclose the disclosing Party’s Confidential Information to its employees, consultants, agents or permitted (sub)licensees solely on a need-to-know basisbasis for the purpose of fulfilling the receiving Party’s obligations under this Agreement or exercising the receiving Party’s rights to use and disclose such Confidential Information as expressly provided for in this Agreement; provided, however, that (1) any such employees, consultants, agents or permitted (sub)licensees are bound by obligations of confidentiality and shall return to Disclosing non-use at least as restrictive as those set forth in this Agreement, and (2) the receiving Party any remains liable for the compliance of such employees, consultants, agents or all portions permitted (sub)licensees with such obligations. Each receiving Party acknowledges that in connection with its and its representatives examination of the Disclosing Party's Confidential Information at of the disclosing Party, the receiving Party and its representatives may have access to material, non-public information, and that the receiving Party is aware, and will advise its representatives who are informed as to the matters that are the subject of this Agreement, that State and Federal laws, including United States securities laws, may impose restrictions on the dissemination of such information and trading in securities when in possession of such information. Each receiving Party agrees that it will not, and will advise its representatives who are informed as to the matters that are the subject of this Agreement to not, purchase or sell any time upon request by security of the Disclosing disclosing Party including, but not limited to all documents or other media containing on the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing basis of the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator extent such Confidential Information constitute material nonpublic information about the disclosing Party or Technical Coordinator or, when appropriate, disposed of as they so directsuch security.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Combined Therapy Study Data shall be treated as Confidential Information of each Party and shall not be binding upon each party during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection disclosed to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations Third Parties except to the other regarding extent it falls within the accuracy exceptions set forth in Section 9.2 below, is authorized under this Section 9.1 or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential InformationSection 9.3, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be filed with a Regulatory Authority or included in a product’s label or package insert, is reasonably necessary to be disclosed in order for a Party to exercise its rights under Section 8.3(b) or 8.3(c) or it is disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or orderSection 9.5.
Appears in 2 contracts
Samples: Clinical Trial Collaboration and Supply Agreement (Replimune Group, Inc.), Clinical Trial Collaboration and Supply Agreement (Replimune Group, Inc.)
Nondisclosure of Confidential Information. All During the term of this Agreement, each party (the “Disclosing Party”) may provide to the other party (the “Receiving Party”) certain confidential information concerning the Disclosing Party's business, plans, customers, technology, products and services (“Confidential Information”). Confidential Information furnished under this Agreement by will include all information in tangible or intangible form that (i) is marked or designated as confidential at the party disclosing such time of disclosure or (ii) a reasonable person should consider to be confidential given the nature of the information and context of disclosure. For the avoidance of doubt, Alert Logic Technology will be considered Confidential Information (the "Disclosing Party") to the party receiving the of Alert Logic, and Customer Data will be considered Confidential Information (the "of Customer. The Receiving Party") shall remain the property Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to except as expressly permitted by this Agreement, provided that the Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not may disclose the Confidential Information of the Disclosing Party to anyone except its own directors, officers, Employeesemployees and subcontractors (collectively, “Representatives”) who have a bona fide need to know such information Confidential Information for the purposes of exercising the Receiving Party's rights or performing its this Agreement, provided that each such Representative is subject to obligations hereunder, of confidentiality and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) use no less restrictive than those set forth in this Agreement. The Receiving Party shall not copy the Disclosing Party's Confidential Information (except will be responsible for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term breach of this Agreement and for five (5) years after the expiration or termination of this AgreementSection 6 by its Representatives. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any will take reasonable precautions to protect the confidentiality of the Disclosing Party's Confidential Information, technical data or products received from which precautions will be at least as stringent as the Disclosing Receiving Party or the direct products of such takes to protect its own Confidential Information's technical data . In addition to the foregoing, neither party shall disclose to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors the terms and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance conditions of this Agreement Agreement, any Order Form, or that is not otherwise requested any other documents incorporated by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectivestherein.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 2 contracts
Samples: Master Terms and Conditions, Master Terms and Conditions
Nondisclosure of Confidential Information. All (a) Prior to the Effective Date, Olema and Novartis entered into that certain Nondisclosure Agreement [***] (the “CDA”). As it relates to disclosures pursuant to this Agreement involving the Novartis Study Drugs, Olema Study Drug or the Combined Therapy solely with respect to conduct of the Combined Therapy Clinical Trials (including plans for such study or its conduct) only, and subject to the provisions of Section 8.7 and Section 12.11 hereof, the CDA is hereby superseded and replaced by the terms of this Agreement, and any Confidential Information furnished under disclosed hereunder relating to or for the purpose of conducting the Combined Therapy Clinical Trials disclosed by either Party to the other Party shall be Confidential Information (of the disclosing Party) subject to the terms of this Agreement by Agreement, and each of the party disclosing Parties shall treat all such Confidential Information (as such in accordance with the "Disclosing Party") terms hereof. All written, visual, oral and electronic data, information, know-how or other proprietary information or materials, both technical and non-technical, disclosed by one Party to any other Party pursuant to this Agreement, or prior to the party receiving the Effective Date and relating to matters contemplated by this Agreement, and disclosed hereunder, shall be “Confidential Information (the "Receiving Party") shall remain the property Information” of the Disclosing Party and/or its licensorsdisclosing Party. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information All Study Data and Study Inventions shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject Party owning such Study Data or Study Invention (as provided in Section 7.2 with regard to the following conditions:
(a) Confidential Information shall be held Study Data and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction Section 6.2 with the performance regard to Study Inventions). For purposes of this Agreement. The Receiving , regardless of which Party discloses such Confidential Information to the other, (i) all Olema Study Inventions, Olema Background Technology and Olema Regulatory Documentation shall not disclose the be Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunderOlema, and such officers Novartis shall be deemed the receiving Party with respect thereto, and Employees (ii) all Novartis Study Inventions, Novartis Background Technology, and Novartis Regulatory Documentation shall make no further disclosure be Confidential Information of Confidential information to any other officersNovartis, employees, third parties or GE Contractors of and Olema shall be deemed the Receiving receiving Party nor to any other party without the express written authorization of the Disclosing Partywith respect thereto.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf The Parties agree that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests Agreement shall be treated as Confidential Information of each of the Disclosing Party's Confidential InformationParties, and thus may be disclosed by either Party only as permitted by Section 8.3. Except as required by Applicable Law, each Party agrees not to issue any press release or public statement disclosing information relating to this Agreement or the transactions contemplated hereby or the terms hereof without the prior written consent of the other Party (such consent not to be unreasonably withheld), except as permitted by Sections 8.3 and 8.4.
(c) The Receiving Except to the extent expressly authorized in this Article 8, or as otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for a period of [***] thereafter, it shall (A) keep confidential and shall not copy the Disclosing Party's publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information of the other Party (except including information relating to this Agreement or the transactions contemplated hereby or the terms hereof), (B) treat the other Party’s Confidential Information with the same degree of care the receiving Party uses for its own confidential information but in no event with less than a reasonable degree of care; and (C) reproduce the limited purpose of making secondary copies disclosing Party’s Confidential Information solely to the extent reasonably needed to accomplish the receiving Party’s obligations under this Agreement or exercise the receiving Party’s rights to use and disclose such Confidential Information as expressly provided for officers and employees in this Agreement, with all such reproductions being considered the disclosing Party’s Confidential Information. Notwithstanding anything to the contrary in this Section 8, the receiving Party may disclose the disclosing Party’s Confidential Information to its employees, consultants, contractors, agents or permitted (sub)licensees solely on a need-to-know basis) basis for the purpose of fulfilling the receiving Party’s obligations under this Agreement and shall return exercising the receiving Party’s rights to Disclosing Party any or all portions of the Disclosing Party's use and disclose such Confidential Information as expressly provided for in this Agreement; provided, however, that (1) any such employees, consultants, agents or permitted (sub)licensees are bound by obligations of confidentiality and non-use at any time upon request by least as restrictive as those set forth in this Agreement, and (2) the Disclosing receiving Party includingremains liable for the compliance of such employees, but not limited to all documents consultants, agents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so directpermitted (sub)licensees with such obligations.
(d) GE's Each receiving Party acknowledges that in connection with its and Xxxxxxx.xxx obligations herein with respect to any item its representatives examination of the Confidential Information shall be binding upon each party during of the term disclosing Party, the receiving Party and its representatives may have access to material, non-public information, and that the receiving Party is aware, and will advise its representatives who are informed as to the matters that are the subject of this Agreement, that State and Federal laws, including United States securities laws, may impose restrictions on the dissemination of such information and trading in securities when in possession of such information. Each receiving Party agrees that it will not, and will advise its representatives who are informed as to the matters that are the subject of this Agreement and for five (5) years after to not, purchase or sell any security of the expiration disclosing Party on the basis of the Confidential Information of the disclosing Party to the extent such Confidential Information constitute material nonpublic information about the disclosing Party or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable lawsecurity.
(e) Neither GE nor Xxxxxxx.xxx nor any third party Combined Therapy Study Data shall have obligations be treated as Confidential Information of each Party and shall not be disclosed to Third Parties except to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
extent: (i) Xxxxxxx.xxx acknowledges that GE does not desire it falls within the exceptions set forth in Section 8.2 below, (ii) is authorized under this Section 8.1 or Section 8.3 to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE be disclosed, (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(jiii) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be filed with a Regulatory Authority or included in a product’s label or package insert, (iv) is reasonably necessary to be disclosed in order for a Party to exercise its rights under Section 8.3, or (v) is disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or orderSection 8.4.
Appears in 2 contracts
Samples: Clinical Collaboration and Supply Agreement (Olema Pharmaceuticals, Inc.), Clinical Collaboration and Supply Agreement (Olema Pharmaceuticals, Inc.)
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed Parties recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to the following conditions:
Parties (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the respective company. Information shall not be deemed Confidential Information and afforded the protections of this Section if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (ii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the Parties agrees that it will not disclose, and that they will use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the respective company. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other Parties the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party behalf during the term conduct of the matters provided for in this Agreement and for five (5) years Agreement, whether so obtained before or after the expiration or termination of this Agreementexecution hereof. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party Each of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export Parties recognizes and agrees that violation of any of the Disclosing Party's Confidential Informationagreements contained in this Section will cause irreparable damage or injury to the respective company, technical data or products received from the Disclosing Party or exact amount of which may be impossible to ascertain, and that, for such reason, among others, each company shall be entitled to an injunction, without the direct products necessity of posting bond therefor, restraining any further violation of such Confidential Information's technical data agreements. Such rights to any proscribed country, unless authorized by the Disclosing Party injunction shall be in writingaddition to, and as properly authorized by not in limitation of, any applicable regulation of the U.S. Governmentother rights and remedies each company may have against each other.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Golden West Brewing Company, Inc.), Stock Purchase Agreement (American Educational Products Inc)
Nondisclosure of Confidential Information. All Each Receiving Party agrees that any and all Confidential Information furnished of a Disclosing Party is and shall remain the proprietary and confidential information and property of such Disclosing Party and no license or other intellectual property right is granted or implied by the conveying of Confidential Information to the Receiving Party hereunder, or by providing any Confidential Information pursuant to this Agreement. Accordingly, each Party, as a Receiving Party, agrees to keep strictly confidential all Confidential Information so received by it from a Disclosing Party, and to use such Confidential Information solely for the purpose of conducting the Discussions. A Receiving Party may copy Confidential Information only as necessary for the conduct of the Discussions, and any reproduction must contain any and all notices or legends that appear on or in the original. Without limiting the generality of the foregoing, except as required by applicable law, regulation or legal process (and then only after compliance with paragraph 5 below) each Receiving Party agrees that it shall (a) not disclose any Confidential Information in any manner whatsoever or use any Confidential Information other than solely for the purposes permitted under this Agreement by without the party disclosing Disclosing Party’s prior written consent; and (b) use all commercially reasonable efforts to prevent disclosure of such Confidential Information (by its Representatives to any third party. Each Receiving Party agrees that it shall take all reasonable measures to protect the "Disclosing Party") secrecy and avoid disclosure or use of Confidential Information in order to prevent it from falling into the party receiving public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Further, each Receiving Party agrees that it may reveal the Confidential Information (only to its Representatives who need to know for the "Receiving Party") shall remain the property purpose of the Disclosing Party and/or its licensors. The Disclosing Party's Discussions and only after informing such Representatives of the confidential nature of the Confidential Information may be disclosed Information, and obtaining the agreement of such Representatives to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, treat the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction accordance with the performance terms of this Agreement. The Each Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information will be responsible for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date breach of this Agreement be made aware of) by any of its Representatives. No Receiving Party or any of its respective Representatives shall modify, reverse engineer, decompile, create other works from or disassemble any software programs contained in the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 2 contracts
Samples: Mutual Confidentiality and Non Disclosure Agreement, Mutual Confidentiality and Non Disclosure Agreement
Nondisclosure of Confidential Information. All HWML and Broker each agree not to use any Confidential Information furnished under this Agreement disclosed to it by the other party disclosing such Confidential Information (for its own use or for any purpose other than to carry out the "Disclosing Party") to the purposes of this Agreement. Neither party receiving the Confidential Information (the "Receiving Party") shall remain the property will disclose or permit disclosure of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the any Confidential Information of the other party subject to third parties or to employees of the following conditions:
(a) party receiving Confidential Information shall be held Information, other than directors, officers, employees, consultants and protected by Receiving Party agents who are required to have the information in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with order to carry out the performance purposes of this Agreement. The Receiving Party shall not disclose the Each party has had, or will have, entered into arrangements with its employees, consultants and agents who have access to Confidential Information of the Disclosing Party other party with substantially similar restrictions on disclosure to anyone except this provision. Each party agrees that it will 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 provision to have any such information. Such measures will include, but not be limited to, the highest degree of care that the receiving party utilizes to protect its own officersConfidential Information of a similar nature, Employeeswhich will be no less than reasonable care. Each party agrees to notify the other in writing of any actual or suspected misuse, who have a need to know such information for purposes of exercising the Receiving Party's rights misappropriation or performing its obligations hereunder, and such officers and Employees shall make no further unauthorized disclosure of Confidential information Information of the disclosing party which may come to the receiving party’s attention. Notwithstanding the above, neither party will have liability to the other with regard to any other officers, employees, third parties or GE Contractors Confidential Information of the Receiving Party nor to any other which the receiving party without can prove: (i) was in the express written authorization public domain at the time it was disclosed or has entered the public domain through no fault of the Disclosing Party.
receiving party; (bii) GE was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; or (iii) is disclosed with the prior written approval of the disclosing party. Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party will provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Confidential Information so disclosed will continue to be treated as Confidential Information as between the parties hereto. Notwithstanding the foregoing, either party may provide information about the terms and Xxxxxxx.xxx warrant status hereof on a confidential basis to its subcontractors, lenders, private investors, legal counsel, accountants, auditors and represent on their own behalf that all of their own officersother professional advisors, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date either party may file a copy of this Agreement be made aware of) with the terms Securities and Exchange Commission or other applicable regulatory body on advice of this non-disclosure agreement so counsel; provided, however, that they may sufficiently protect the considerable interests filing party will use reasonable efforts to seek confidential treatment of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term economic terms of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to will notify the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(fnon-filing) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products party in writing in advance of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third filing. Each party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire the restrictions and obligations in this Section 6.6 are reasonable and necessary to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to protect the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity other party’s interests and in the event such disclosure is required to of a violation of these restrictions or obligations, remedies at law may be disclosed pursuant to inadequate and a regulationviolation may cause irreparable damages. Accordingly, law or court order provided such party has given prior notice notwithstanding anything to the Disclosing Party and provides only contrary herein, each party shall be entitled to immediately seek injunctive relief, without posting bond or other security, against the minimum amount of information required to comply with such regulation other party or orderthe other party’s employees or agents for any violation thereof.
Appears in 2 contracts
Samples: Software Subscription Agreement, Software Subscription Agreement
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party"a) to the party receiving the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all not, and shall cause its Affiliates and its and their respective Representatives not to, disclose Confidential Information reduced by of Disclosing Party except in accordance with the provisions of this Agreement. Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx shall, and GE agree that each party shall receive cause its Affiliates and its and their respective Representatives to, keep the Confidential Information of the other party subject Disclosing Party strictly confidential, including taking all precautions Receiving Party uses to the following conditions:
(a) protect its Confidential Information shall be held and protected by Receiving Party but in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance no event less than a reasonable degree of this Agreementcare. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party is disclosed by Disclosing Party to anyone except Receiving Party only to evaluate the Possible Transaction. Receiving Party may disclose such Confidential Information of Disclosing Party only to Receiving Party’s Affiliates and such Representatives of Receiving Party or its own officers, Employees, Affiliates who or which have a reasonable need to know such information Confidential Information of Disclosing Party in order for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Partyevaluate a Possible Transaction.
(b) GE Before disclosing any Confidential Information of Disclosing Party to any Affiliate or Representative pursuant to Section 4(a), Receiving Party shall notify such person that the disclosure and Xxxxxxx.xxx warrant use of such Confidential Information of Disclosing Party is subject to this Agreement and represent on their own behalf that all such person is subject to the confidentiality duties and obligations of their own officersReceiving Party under this Agreement. Receiving Party shall be responsible and liable for any use or disclosure of the Confidential Information of Disclosing Party by any Affiliate or Representative, or by any third party to whom or to which Receiving Party, its Affiliates, and Employees working on XX-Xxxxxxx.xxx projects are aware its and their respective Representatives, provides Confidential Information of (or will, within 10 days of the Effective Date Disclosing Party in violation of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Informationor other breach hereof.
(c) The Except as contemplated by Section 4(a) of this Agreement, Receiving Party shall not copy the not, directly or indirectly, disclose to any third party any Confidential Information of Disclosing Party's Confidential Information (except for , and neither Party shall, directly or indirectly, disclose the limited purpose terms and conditions of making secondary copies for officers and employees on this Agreement or the existence of discussions between them relating to a need-to-know basis) and shall return to Disclosing Party any or all portions of Possible Transaction, without the Disclosing other Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct’s prior written consent.
(d) GE's and Xxxxxxx.xxx obligations Nothing contained herein with respect to any item of Confidential Information shall be binding upon each party during the term of this Agreement and for five (5) years after the expiration deemed to prevent disclosure, release, copying, retention, storage, archiving or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy management of, or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export providing access to, any of the Disclosing Party's Confidential Information, technical data or products received from the Information of Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, terms and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance conditions of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event if such disclosure is required to be disclosed made pursuant to applicable open records laws, or in a regulationjudicial, law administrative or court governmental proceeding pursuant to an order provided or direction of a judicial or regulatory authority having jurisdiction over the applicable Party; provided, however, such party has given applicable Party shall give the other Party reasonable prior written notice before making such disclosure, which notice shall include a description in reasonable detail of the Confidential Information of Disclosing Party to be disclosed under this Section 4(d), and, in making such disclosure, such applicable Party shall disclose only that portion of the Confidential Information of Disclosing Party or the terms and conditions of this Agreement required to be disclosed and shall take all reasonable efforts to seek a protective order or otherwise preserve the confidentiality of the Confidential Information of Disclosing Party and provides only the minimum amount terms and conditions of information required this Agreement.
(e) Except to comply with such regulation the extent of IPA’s express contractual obligations under this Agreement, nothing in this Agreement constitutes a waiver of any of the rights or orderimmunities of IPA under the Utah Governmental Immunity Act, including, without limitation, rights or immunities related to tort claims.
Appears in 2 contracts
Samples: Mutual Non Disclosure Agreement, Facilities Agreement and Agreement for Firm Transportation Service
Nondisclosure of Confidential Information. (a) All Confidential Information furnished under this Agreement supplied by the a party disclosing such Confidential Information (the "“Disclosing Party"”) to the other party receiving the Confidential Information (the "“Receiving Party"”) shall remain solely and exclusively the property of the Disclosing Party and/or its licensorsParty. The Except as expressly authorized herein or by prior written consent of the Disclosing Party's , which consent may be withheld in the Disclosing Party’s sole discretion, the Receiving Party shall not use or disclose to any third party any of the Disclosing Party’s Confidential Information.
(b) The Receiving Party shall only disclose the Disclosing Party’s Confidential Information may be disclosed to those of its Affiliates and their respective employees and individuals providing services to Receiving Party, agents, representatives and consultants (i.e., individuals providing services for the Receiving Party visuallyon an independent contractor basis (each an “Independent Contractor”), orallyas opposed to personnel of a third-party vendor, in machine-readable formother than a staffing agency, or in writing (including graphic material). When disclosed in machine-readable form or writing, that provides services for the Receiving Party) who have a need to know it for the purposes of this Agreement and who have executed a written nondisclosure agreement containing terms substantially similar to this Section 4 regarding such Confidential Information shall be labeled "Confidential" or (or, with respect to the Receiving Party’s employees and those of its Affiliates, are otherwise appropriately as subject to indicate its confidential nature. When disclosed visually or orally, the terms substantially similar to this Section 4 regarding such Confidential Information shall be identified as Confidential Information at the time of initial disclosureInformation). The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose protect the Confidential Information of the Disclosing Party to anyone except with the same level of care with which it protects its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information, but in no event with less than reasonable care.
(c) The Receiving Party Each party shall not copy be responsible for any unauthorized use or disclosure of any the Disclosing Party's other party’s Confidential Information received by it and its Affiliates and their respective employees and Independent Contractors (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party includingi.e., but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so directindividuals).
(d) GE's and Xxxxxxx.xxx obligations herein with respect Other vendors of USCC who will have access to any item of Consultant’s Confidential Information shall be binding upon each party during will first sign a nondisclosure agreement with Consultant substantially in the term of this Agreement form attached hereto as Exhibit C1. (If Consultant will have access to the vendor’s confidential information, Consultant and such vendor will instead sign the mutual nondisclosure agreement substantially in the form attached hereto as Exhibit C2.) ***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret Confidential Treatment under Rule 24b-2 under the applicable lawSecurities Exchange Act of 1934, as amended.
(e) Neither GE nor Xxxxxxx.xxx nor If such vendor is a Consultant Competitor (as defined in Exhibit F hereto), USCC will not provide to such vendor any third party shall have obligations Category [***] Deliverable (as defined in Exhibit H and the applicable SOW) for a period of [***] following commencement of Consultant’s Services for the development of such Deliverable. USCC will also sign a confidentiality and nondisclosure agreement with such Consultant Competitor that limits such Consultant Competitor’s use of Consultant’s Confidential Information to the other regarding the accuracy or future utilization by the Receiving Party supporting USCC’s use of the Disclosing Party's Confidential InformationDeliverables hereunder.
(f) The Receiving Party With respect to the Category [***] Deliverables, a Consultant Competitor may be provided access to such Deliverables subject to the following restrictions: (i) such access shall be used solely for purposes of providing services for USCC and shall be provided only to individuals who have a need for such access in order to provide services for USCC; (ii) such Deliverables shall reside exclusively on USCC’s network; (iii) such Consultant Competitor shall be limited to accessing such Deliverables either via direct access to USCC’s network or via VPN-like technology; and (iv) such Consultant Competitor shall have agreed not export or re-export to replicate such Deliverables locally and otherwise not to remove such Deliverables from USCC’s network. USCC shall remain primarily liable for any violation by such Consultant Competitor of any of the Disclosing Party's Confidential Information, technical data foregoing terms or products received from conditions in this Section 4.1(f). In the Disclosing Party or the direct products event of such Confidential Information's technical data violation, Consultant shall be entitled to all remedies available at law and equity including termination of any proscribed countryaffected license. In addition, unless authorized notwithstanding anything to the contrary in this Agreement, USCC will indemnify Consultant for any damages incurred by the Disclosing Party in writing, and Consultant as properly authorized a result of such violation by such Consultant Competitor of any applicable regulation of the U.S. Governmentforegoing terms or conditions in this Section 4.1(f).
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Master Service Agreement
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by 4.1. If the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as parties have entered into a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this separate mutual non-disclosure agreement so (“NDA”), then as between the NDA and this Section 3, the provisions that they may sufficiently protect afford the considerable interests of disclosing party the Disclosing Party's Confidential Informationgreatest protection shall apply.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information4.2. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during During the term of this Agreement and for a period of five (5) years after its termination or expiration, neither party shall disclose (and shall use its best endeavours to prevent the expiration publication or disclosure) in any way or form and at any time to any person, firm or company any of the Confidential Information, provided that a party may disclose Confidential Information to:
(i) anyone who this Agreement says the information may be disclosed to;
(ii) those of its employees who need the information in order to enable the party concerned to carry out any of its obligations under this Agreement or exercise any of its rights under this Agreement;
(iii) its auditors, lawyers or other professional advisors; and
(iv) any temporary staff, contractors or consultants working for the party concerned, provided that disclosure of the information is necessary in order to enable the person to whom it is disclosed to carry out the work concerned. Each party shall be responsible for ensuring that any person to whom information is disclosed by them complies with any conditions of confidentiality applying to the information concerned under this Agreement.
4.3. The restrictions contained in clause 4.1 shall not apply to any information or knowledge to the extent that it:
(i) comes within the public domain other than through breach of clause 4.1;
(ii) that the party receiving the information already possesses or which it obtains or originates independently in circumstances in which that party is free to disclose it to others; jurisdiction; or
(iv) is independently developed by the party without reference to the other party’s Confidential Information.
4.4. At the written request of the party to whom the Confidential Information relates, the other party shall promptly return or destroy the Confidential Information in its possession or under its control provided, that the other party shall be permitted to retain a back-up copy of such Confidential Information as required by law, rule, regulation or internal compliance policies, which retained Confidential Information shall continue to be subject to the provisions of this clause 4 notwithstanding the termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Master Services Agreement
Nondisclosure of Confidential Information. All Confidential Information furnished under (a) Each party acknowledges that, during the term of this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") Agreement, it will have access to the party receiving the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the certain Confidential Information of the other party. Each party subject acknowledges that all such Confidential Information has been disclosed to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used that maintenance of the confidentiality of such Confidential Information to the fullest extent possible is extremely important. All documents, records, designs and other materials containing Confidential Information furnished to the Receiving Party, or produced by Receiving the Disclosing Party or others in connection with this Agreement, will be and remain the sole property of the Disclosing Party and its personnel and affiliates only in conjunction with will be returned to the performance Disclosing Party immediately upon the written request of the Disclosing Party, and/or termination of this Agreement. The Receiving Party shall not disclose the Confidential Information of will promptly return and deliver to the Disclosing Party to anyone except its own officersall such property in any form and will certify in writing that it has not retained any such property (or any reproduction) in any form; provided, Employeeshowever, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors that legal counsel of the Receiving Party nor shall be entitled to any other party without the express written authorization retain one copy of the Disclosing Party’s Confidential Information for purposes of enforcement of this Agreement. The Receiving Party’s obligations of confidentiality under this Agreement shall survive the return of such Confidential Information and/or termination of this Agreement for three years.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officersThe Receiving Party agrees not to use (except to perform the duties required by this Agreement), and Employees working on XX-Xxxxxxx.xxx projects are aware of (disclose, disseminate or willotherwise make available to any third party, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests either directly or indirectly, any of the Disclosing Party's ’s Confidential Information. This Agreement imposes no obligation upon the Receiving Party with respect to any Confidential Information disclosed under this Agreement which: (i) was in the Receiving Party’s possession prior to receipt from the Disclosing Party as shown by documentation; or (ii) is or becomes a matter of public knowledge through no fault of the Receiving Party; or (iii) is rightfully received by the Receiving Party from a third party without a duty of confidentiality as shown by documentation; or (iv) is disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third party; or (v) is independently developed by the Receiving Party as shown by documentation; or (vi) is required to be disclosed by operation of law or court order. Receiving Party agrees to give the Disclosing Party an adequate opportunity to interpose an objection or take action to assure confidential handling of such information before making any use or disclosure in reliance upon exception (vi).
(c) The Receiving Party shall not copy Without limiting the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return foregoing, each party also agrees to Disclosing Party any or all portions maintain information of the Disclosing Party's Confidential Information at any time upon request other party in confidence in accordance with the confidentiality agreement executed by and between the Disclosing Party includingparties entitled “Mutual Confidentiality and NonDisclosure Agreement” dated October 20, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated2009 (“NDA”); provided, they shall be delivered however, that to the Disclosing Party's Contract Administrator or Technical Coordinator orextent there is any conflict between the terms of the NDA and this Agreement, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term terms of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable lawcontrol.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Nondisclosure of Confidential Information. (a) All Confidential Information furnished under this Agreement supplied by the a party disclosing such Confidential Information (the "“Disclosing Party"”) to the other party receiving the Confidential Information (the "“Receiving Party"”) shall remain solely and exclusively the property of the Disclosing Party and/or its licensorsParty. The Except as expressly authorized herein or by prior written consent of the Disclosing Party's , which consent may be withheld in the Disclosing Party’s sole discretion, the Receiving Party shall not use or disclose to any third party any of the Disclosing Party’s Confidential Information.
(b) The Receiving Party shall only disclose the Disclosing Party’s Confidential Information may be disclosed to those of its Affiliates and their respective employees and individuals providing services to Receiving Party, agents, representatives and consultants (i.e., individuals providing services for the Receiving Party visuallyon an independent contractor basis (each an “Independent Contractor”), orallyas opposed to personnel of a third-party vendor, in machine-readable formother than a staffing agency, or in writing (including graphic material). When disclosed in machine-readable form or writing, that provides services for the Receiving Party) who have a need to know it for the purposes of this Agreement and who have executed a written nondisclosure agreement containing terms substantially similar to this Section 4 regarding such Confidential Information shall be labeled "Confidential" or (or, with respect to the Receiving Party’s employees and those of its Affiliates, are otherwise appropriately as subject to indicate its confidential nature. When disclosed visually or orally, the terms substantially similar to this Section 4 regarding such Confidential Information shall be identified as Confidential Information at the time of initial disclosureInformation). The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose protect the Confidential Information of the Disclosing Party to anyone except with the same level of care with which it protects its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information, but in no event with less than reasonable care.
(c) The Receiving Party Each party shall not copy be responsible for any unauthorized use or disclosure of any the Disclosing Party's other party’s Confidential Information received by it and its Affiliates and their respective employees and Independent Contractors (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party includingi.e., but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so directindividuals).
(d) GE's and Xxxxxxx.xxx obligations herein with respect Other vendors of USCC who will have access to any item of Consultant’s Confidential Information shall be binding upon each party during will first sign a nondisclosure agreement with Consultant substantially in the term of this Agreement form attached hereto as Exhibit C1. (If Consultant will have access to the vendor’s confidential information, Consultant and for five (5) years after such vendor will instead sign the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time mutual nondisclosure agreement substantially in the form attached hereto as the relevant information qualifies as a trade secret under the applicable lawExhibit C2.)
(e) Neither GE nor Xxxxxxx.xxx nor If such vendor is a Consultant Competitor (as defined in Exhibit F hereto), USCC will not provide to such vendor any third party shall have obligations Category [***] Deliverable (as defined in Exhibit H and the applicable SOW) for a period of [***] following commencement of Consultant’s Services for the development of such Deliverable. USCC will also sign a confidentiality and nondisclosure agreement with such Consultant Competitor that limits such Consultant Competitor’s use of Consultant’s Confidential Information to the other regarding the accuracy or future utilization by the Receiving Party supporting USCC’s use of the Disclosing Party's Confidential InformationDeliverables hereunder.
(f) The Receiving Party With respect to the Category [***] Deliverables, a Consultant Competitor may be provided access to such Deliverables subject to the following restrictions: (i) such access shall be used solely for purposes of providing services for USCC and shall be provided only to individuals who have a need for such access in order to provide services for USCC; (ii) such Deliverables shall reside exclusively on USCC’s network; (iii) such Consultant Competitor shall be limited to accessing such Deliverables either via direct access to USCC’s network or via VPN-like technology; and (iv) such Consultant Competitor shall have agreed not export or re-export to replicate such Deliverables locally and otherwise not to remove such Deliverables from USCC’s network. USCC shall remain primarily liable for any violation by such Consultant Competitor of any of the Disclosing Party's Confidential Information, technical data foregoing terms or products received from conditions in this Section 4.1(f). In the Disclosing Party or the direct products event of such Confidential Information's technical data violation, Consultant shall be entitled to all remedies available at law and equity including termination of any proscribed countryaffected license. In addition, unless authorized notwithstanding anything to the contrary in this Agreement, USCC will indemnify Consultant for any damages incurred by the Disclosing Party in writing, and Consultant as properly authorized a result of such violation by such Consultant Competitor of any applicable regulation of the U.S. Governmentforegoing terms or conditions in this Section 4.1(f).
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Master Service Agreement (United States Cellular Corp)
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to the following conditions:
Companies (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (i) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and that it shall use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the Companies who agree to be bound by this confidentiality agreement. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other Companies the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or Technical Coordinator orafter the execution hereof. Each of the Companies recognizes and agrees that violation of any of the agreements contained in this Section 15.1 will cause irreparable damage or injury to the Companies, when appropriatethe exact amount of which may be impossible to ascertain, disposed and that, for such reason, among others, the Companies shall be entitled to an injunction, without the necessity of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect posting bond therefor, restraining any further violation of such agreements. Such rights to any item of Confidential Information injunction shall be binding upon in addition to, and not in limitation of, any other rights and remedies the Companies may have against each party during the term other. The provisions of this Agreement and for five (5) years after the expiration or Section 15.1 shall survive any termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Merger Agreement (Guardian Technologies International Inc)
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to the following conditions:
Companies (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (i) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and that it shall use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the Companies who agree to be bound by this confidentiality agreement. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other Companies the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or Technical Coordinator orafter the execution hereof. Each of the Companies recognizes and agrees that violation of any of the agreements contained in this Section 12.1 will cause irreparable damage or injury to the Companies, when appropriatethe exact amount of which may be impossible to ascertain, disposed and that, for such reason, among others, the Companies shall be entitled to an injunction, without the necessity of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect posting bond therefor, restraining any further violation of such agreements. Such rights to any item of Confidential Information injunction shall be binding upon in addition to, and not in limitation of, any other rights and remedies the Companies may have against each party during the term other. The provisions of this Agreement and for five (5) years after the expiration or Section 15.1 shall survive any termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Merger Agreement (Guardian Technologies International Inc)
Nondisclosure of Confidential Information. All (a) Prior to the Effective Date, the Recipient and BMS entered into a certain Mutual Confidential Disclosure Agreement dated [***] (the “CDA”). As it relates to disclosures involving the BMS Study Drug, the Recipient Study Drug or the Combined Therapy with respect to conduct of the Combined Therapy Clinical Trial (including plans for such study or its conduct) only, the CDA is hereby superseded and replaced by the terms of this Agreement, and any Confidential Information furnished under relating to or for the purpose of conducting the Combined Therapy Clinical Trial disclosed by either Party to the other Party shall be Confidential Information (of the disclosing Party) subject to the terms of this Agreement by Agreement, and each of the party disclosing Parties shall treat all such Confidential Information (as such in accordance with the "Disclosing Party") terms hereof. All written, visual, oral and electronic data, information, know-how or other proprietary information or materials, both technical and non-technical, disclosed by one Party to any other Party pursuant to this Agreement, or prior to the party receiving the Effective Date and relating to matters contemplated by this agreement, and disclosed hereunder, shall be “Confidential Information (the "Receiving Party") shall remain the property Information” of the Disclosing Party and/or its licensorsdisclosing Party. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information All Study Data and Study Inventions shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject Party owning such Study Data or Study Invention (as provided in Section 8.2 with regard to the following conditions:
(a) Confidential Information shall be held Study Data and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction Section 6.1 with the performance regard to Study Inventions). For purposes of this Agreement. The Receiving , regardless of which Party discloses such Confidential Information to the other, (i) all Recipient Study Inventions, Recipient Technology and Recipient Regulatory Documentation shall not disclose the be Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunderRecipient, and such officers BMS shall be deemed the receiving Party with respect thereto, and Employees (ii) all BMS Study Inventions, BMS Technology, and BMS Regulatory Documentation shall make no further disclosure be Confidential Information of Confidential information to any other officersBMS, employees, third parties or GE Contractors of and the Receiving Recipient shall be deemed the receiving Party nor to any other party without the express written authorization of the Disclosing Partywith respect thereto.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf The Parties agree that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests Agreement shall be treated as Confidential Information of each of the Disclosing Party's Confidential InformationParties, and thus may be disclosed only as permitted by Section 9.3. Except as required by Applicable Law, each Party agrees not to issue any press release or public statement disclosing information relating to this Agreement or the transactions contemplated hereby or the terms hereof without the prior written consent of the other Party (such consent not to be unreasonably withheld), except as permitted by Sections 9.3 and 9.5(b).
(c) The Receiving Except to the extent expressly authorized in this Section 9.1 and Sections 9.2, 9.3 and 9.5 below, or as otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for a period of [***] thereafter, it shall (A) keep confidential and shall not copy the Disclosing Party's publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information of the other Party (except including information relating to this Agreement or the transactions contemplated hereby or the terms hereof), (B) treat the other Party’s Confidential Information with the same degree of care the receiving Party uses for its own confidential information but in no event with less than a reasonable degree of care; and (C) reproduce the limited purpose disclosing Party’s Confidential Information solely to the extent reasonably needed to accomplish the receiving Party’s obligations under this Agreement or exercise the receiving Party’s rights to use and disclose such Confidential Information as expressly provided for in this Agreement, with all such reproductions being considered the disclosing Party’s Confidential Information, provided that, with respect to BMS Confidential Information that was received as confidential information from Ono, the obligations of making secondary copies for officers confidentiality and employees nonuse shall continue until BMS has obtained Ono’s written consent that the same may be freely used, and with respect to Recipient Confidential Information that was received as confidential information from BeiGene, the obligations of confidentiality and nonuse shall continue until Recipient has obtained BeiGene’s written consent that the same may be freely used. Notwithstanding anything to the contrary in this Section 9.1, the receiving Party may disclose the disclosing Party’s Confidential Information to its employees, consultants, agents or permitted (sub)licensees solely on a need-to-know basis) basis for the purpose of fulfilling the receiving Party’s obligations under this Agreement and shall return exercising the receiving Party’s rights to Disclosing Party any or all portions of the Disclosing Party's use and disclose such Confidential Information as expressly provided for in this Agreement; provided, however, that (1) any such employees, consultants, agents or permitted (sub)licensees are bound by obligations of confidentiality and non-use at any time upon request by least as restrictive as those set forth in this Agreement, and (2) the Disclosing receiving Party includingremains liable for the compliance of such employees, but not limited to all documents consultants, agents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so directpermitted (sub)licensees with such obligations.
(d) GE's Each receiving Party acknowledges that in connection with its and Xxxxxxx.xxx obligations herein with respect to any item its representatives examination of the Confidential Information shall be binding upon each party during of the term disclosing Party, the receiving Party and its representatives may have access to material, non-public information, and that the receiving Party is aware, and will advise its representatives who are informed as to the matters that are the subject of this Agreement, that State and Federal laws, including United States securities laws, may impose restrictions on the dissemination of such information and trading in securities when in possession of such information. Each receiving Party agrees that it will not, and will advise its representatives who are informed as to the matters that are the subject of this Agreement and for five (5) years after to not, purchase or sell any security of the expiration disclosing Party on the basis of the Confidential Information of the disclosing Party to the extent such Confidential Information constitute material nonpublic information about the disclosing Party or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable lawsecurity.
(e) Neither GE nor Xxxxxxx.xxx nor any third party Combined Therapy Study Data shall have obligations be treated as Confidential Information of each Party and shall not be disclosed to Third Parties except to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
extent: (i) Xxxxxxx.xxx acknowledges that GE does not desire it falls within the exceptions set forth in Section 9.2 below, (ii) is authorized under this Section 9.1 or Section 9.3 to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE be disclosed, (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(jiii) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be filed with a Regulatory Authority or included in a product’s label or package insert, (iv) is reasonably necessary to be disclosed in order for a Party to exercise its rights under Section 8.3(b) or 8.3(c), or (v) is disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or orderSection 9.5.
Appears in 1 contract
Samples: Clinical Trial Collaboration and Supply Agreement (Mirati Therapeutics, Inc.)
Nondisclosure of Confidential Information. All Each Party shall retain the other Party’s Confidential Information furnished under this Agreement by in the party disclosing such Confidential Information strictest confidence (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return not disclose such Confidential Information to Disclosing any third Party any or all portions except as is necessary in the performance of the Disclosing Party's Services under this Agreement. Each Party agrees:
(i) to use the Confidential Information at any time upon request by only for the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term purposes of this Agreement and for five as expressly permitted by this Agreement; (5ii) years after not to make copies of or store Confidential Information or any part thereof except as expressly permitted by this Agreement or as is necessary in the expiration performance of Services; (iii) to reproduce and maintain on any copies of any Confidential Information such proprietary legends or termination notices (whether of disclosing Party or a third Party) as are contained in or on the original or as the disclosing Party may otherwise reasonably request; (iv) to take reasonable steps to ensure that any Confidential Information is not disclosed or distributed in violation of this Agreement; and (v) to treat this Agreement as Confidential Information. Protection The recipient of any Confidential Information shall restrict disclosure of the Confidential Information to trade secrets shall extend its employees, agents or sub-contractors on need to such time as know basis solely for the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have purpose of discharging its obligations to the other regarding Party and shall ensure that any employee, agent or sub-contractor receiving the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) is subject to obligations of confidentiality at least as restrictive as those contained within this Agreement. The Receiving Party Parties shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance breach of this Agreement as a result of any action or that is disclosure by them or any of their employees, agents or subcontractors. Notwithstanding the foregoing, the Customer shall provide information to third parties if required to do so by law, including but not otherwise requested limited to, the Freedom of Information Act (FOIA), but shall allow Proactis to redact content as allowed by GE (collectively, "Disclosure Objectives")law. Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx A Party may disclose Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's extent such Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to by law, by any governmental or other regulatory authority or by a regulationcourt or other authority of competent jurisdiction, law or court order provided such party has given prior notice that, to the Disclosing extent it is legally permitted to do so, it gives the other Party and provides only as much notice of such disclosure as possible and, where notice of disclosure is not prohibited, it takes into account the minimum amount reasonable requests of information required the other Party in relation to comply with the content of such regulation or orderdisclosure.
Appears in 1 contract
Samples: Master Services Agreement
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to the following conditions:
Companies (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 10 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (ii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and that it shall use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the Companies who agree to be bound by this confidentiality agreement. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other Companies the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or Technical Coordinator orafter the execution hereof. Each of the Companies recognizes and agrees that violation of any of the agreements contained in this Section 10 will cause irreparable damage or injury to the Companies, when appropriatethe exact amount of which may be impossible to ascertain, disposed and that, for such reason, among others, the Companies shall be entitled to an injunction, without the necessity of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect posting bond therefor, restraining any further violation of such agreements. Such rights to any item of Confidential Information injunction shall be binding upon in addition to, and not in limitation of, any other rights and remedies the Companies may have against each party during the term other. The provisions of this Agreement and for five (5) years after the expiration or Section 10.1 shall survive any termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Reorganization Agreement (Skylynx Communications Inc)
Nondisclosure of Confidential Information. All The parties represent and warrant to each other that they will maintain the secrecy of all Confidential Information furnished under this Agreement made available by the disclosing party disclosing and will disclose such Confidential Information (information only to its applicable employees, officers, directors, accountants, attorneys, and/or shareholders and such other persons as the "Disclosing Party") parties mutually agree. In the event that either party desires to the party receiving make the Confidential Information available to any of its consultants, such party shall first require such consultant to deliver an executed copy of this Agreement to the other party. Further, in the event either party is, pursuant to, or required by, applicable law, regulation or legal process, to disclose any of the Confidential Information, the disclosing party shall notify the non-disclosing party promptly so the non-disclosing party may, at its cost, seek a protective order or other appropriate remedy or, at its sole discretion, waive compliance with the terms of this Agreement. The disclosing party shall not disclose any Confidential Information until the court has made a ruling under such circumstances. In the event that no such protective order or other remedy is obtained, or that the non-disclosing party waives compliance with the terms of this Agreement, the disclosing party will furnish only that portion of the Confidential Information which, when advised by counsel, is legally required and will exercise all reasonable efforts (without the "Receiving Party"incurrence of cost) to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. The parties further covenant and agree that they will use the Confidential Information only for purposes of determining whether they are interested in entering into an agreement or business relationship with the disclosing party. The parties further covenant and agree that, to the best of their knowledge, all Confidential Information disclosed by the disclosing party is owned by the disclosing party, and all Confidential Information shall remain the property of the Disclosing Party and/or its licensorsdisclosing party, unless otherwise agreed to in writing. The Disclosing Party's Nothing contained in this Agreement shall be construed as granting or conferring any rights, by license or otherwise, expressly, implied, or otherwise, to the disclosing party’s Confidential Information may be disclosed to Receiving Party visuallyor any trademark, orallypatent, in machine-readable formcopyright, invention, discovery, or in writing (including graphic material). When disclosed in machine-readable form improvement made, conceived, or writing, acquired prior to or after the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance date of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party otherwise agreed to in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Nondisclosure of Confidential Information. All Confidential Information furnished under For purposes of this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") agreement, “Information” shall include all information pertaining to Inventions and XXXX Research, whether conveyed in written, graphic, oral or physical form, including but not limited to the party receiving results of XXXX Research, scientific knowledge, know-how, processes, materials, Invention disclosures, OIPTT Invention reports, pending patent applications pertaining to Inventions, techniques, algorithms, formulae, data, software, plans, or other records to the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or its licensorsextent held in confidence and not otherwise made public. The Disclosing Party's Confidential University and Sponsor hereby agree not to disclose to third parties nor make any unauthorized use of any Information, including but not limited to any public disclosures or uses thereof that would create a bar to obtaining a United States or foreign patent. Each party will restrict access to Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction those persons directly connected with the performance of this Agreement. The Receiving Party shall not disclose Agreement and to such other persons involved in the Confidential Information business of the Disclosing Party to anyone except its own officers, Employees, each party who have a need to know Information. In receiving, storing, transmitting and using Information, each party shall employ the same safeguards and observe the same degree of care with respect to the secrecy and proprietary nature of Information as it observes with respect to its own property of substantial value. Communications between only such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf persons that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) obligated under the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests Agreement, whether a direct party to this Agreement or not, regarding XXXX Research, Inventions or Information shall not be deemed public disclosures. As of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall date the University notifies XXXX Sponsors that OIPTT has made a decision not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on to file a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein patent application with respect to any item a particular Invention, the nondisclosure obligations of Confidential this Section 11.1 shall terminate, but only to the extent that such Information pertains solely to the particular Invention. In no event shall be binding upon each party during the term nondisclosure obligations of this Agreement and apply to a party with respect to Information that is known to the party prior to disclosure hereunder, is information which is or becomes generally known to the public without fault of the party, becomes known to the party from a third party having the right to disclose it, or is independently developed by or for five (5) years after the expiration or party. The provisions of this Section 11.1 shall survive any termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability Agreement for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Partyreason.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Sponsorship Agreement
Nondisclosure of Confidential Information. All Prior to the Effective Date of this Agreement, Compugen and BMS entered into a certain Mutual Confidentiality Agreement dated [*], as amended (“CDA”). Any information previously disclosed by the Parties pursuant to the CDA that is related to or otherwise used in connection with a Combined Therapy Study shall now be Confidential Information furnished under for purposes of this Agreement by and the party disclosing Parties shall treat it as such Confidential Information (in accordance with the "Disclosing Party") terms hereof, and such information shall be subject to the party receiving terms and conditions of this Agreement and shall no longer be subject to the Confidential Information CDA. All written, visual, oral and electronic data, information, know-how or other proprietary information or materials, both technical and non-technical, disclosed by one Party to any other Party pursuant to this Agreement that (the "Receiving Party"a) shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, if in machine-readable tangible form, or is labeled in writing as “proprietary” or “confidential” (including graphic materialor similar reference). When disclosed ; or (b) if in machine-readable form oral or writingvisual form, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be is identified as Confidential Information proprietary or confidential or for internal use only at the time of initial disclosure. The Receiving Party disclosure or within thirty (30) calendar days thereafter; provided that failure to label or identify such information shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result not change the confidential status of such disclosures by Disclosing information if a reasonable person would know that the information was confidential or proprietary to the disclosing Party. Xxxxxxx.xxx ; shall be “Confidential Information” of the disclosing Party, and GE agree that each party all Study Data and Inventions shall receive be the Confidential Information of the other party subject Party owning such Study Data or Invention (as provided in Section 8.2 with regard to the following conditions:
(a) Confidential Information shall be held Study Data and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction Section 6.1 with the performance regard to Inventions). For purposes of this Agreement. The Receiving , regardless of which Party discloses such Confidential Information to the other, (i) all Compugen Study Inventions, Compugen Technology, Compugen Study Data (including pharmacokinetics, pharmacodynamics, Safety Information), and Compugen Regulatory Documentation shall not disclose the be Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunderCompugen, and such officers and Employees BMS shall make no further disclosure of Confidential information to any other officersbe the receiving Party, employees(ii) all BMS Study Inventions, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
BMS Technology, BMS Study Data (b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officersincluding pharmacokinetics, pharmacodynamics, Safety Information), and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement BMS Regulatory Documentation shall be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except of BMS, and Compugen shall be the receiving Party. Except to the extent expressly authorized in this Section 9.1 and Sections 9.2, 9.3 and 9.5 below, or as otherwise agreed in writing by the Parties, each Party agrees that, for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term Term of this Agreement and for five a period of [*] years thereafter (5) years after or for any Confidential Information that is identified in writing at the expiration or termination time of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies disclosure as a trade secret under related to each Party’s Compound, for as long as it is not part of the applicable law.
public domain), it shall (ex) Neither GE nor Xxxxxxx.xxx nor keep confidential and shall not publish or otherwise disclose and shall not use for any third party shall have obligations purpose other than as expressly provided for in this Agreement any Confidential Information owned solely by the other Party, (y) treat the other Party’s Confidential Information with the same degree of care the receiving Party uses for its own confidential information but in no event with less than a reasonable degree of care; and (z) reproduce the disclosing Party’s Confidential Information solely to the other regarding extent necessary to accomplish the accuracy receiving Party’s obligations (or future utilization by exercising its rights) under this Agreement, with all such reproductions being considered the Receiving Party of the Disclosing disclosing Party's ’s Confidential Information.
(f) The Receiving Party shall not export or re-export any of . Notwithstanding anything to the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party contrary in writingthis Section 9.1, and as properly authorized by any applicable regulation of subject to Sections 8.5 and 8.6, the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for receiving Party may disclose the restricted right to use Disclosing disclosing Party's ’s Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint venturesemployees, consultants, agentsagents or permitted sublicensees for the purpose of fulfilling the receiving Party’s obligations (or exercising its rights) under this Agreement; provided that (1) any such employees, third party contractors consultants, agents or permitted sublicensees are bound by obligations of confidentiality similar to those set forth in this Agreement, and related persons (2) the receiving Party remains liable for the compliance of such employees, consultants, agents or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance permitted sublicensees with such obligations. The terms of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx will be deemed the Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose of each Party. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed Securities and Exchange Commission pursuant to a regulationRule 24b-2 of the Securities Exchange Act of 1934, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or orderas amended.
Appears in 1 contract
Samples: Master Clinical Trial Collaboration Agreement (Compugen LTD)
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machinecertain non-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, public information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to parties that is included in the following conditions:
Shares (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the parties. Information shall not be deemed Confidential Information and afforded the protections of this Section 11 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (ii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties agrees that they will not disclose, and that they will use their best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the parties. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other parties the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party behalf during the term conduct of the matters provided for in this Agreement and for five (5) years Agreement, whether so obtained before or after the expiration or termination of this Agreementexecution hereof. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party Each of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export parties recognizes and agrees that violation of any of the Disclosing Party's Confidential Informationagreements contained in this Section 11 will cause irreparable damage or injury to the parties, technical data or products received from the Disclosing Party or exact amount of which may be impossible to ascertain, and that, for such reason, among others, the direct products parties shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such Confidential Information's technical data agreements. Such rights to any proscribed country, unless authorized by the Disclosing Party injunction shall be in writingaddition to, and as properly authorized by not in limitation of, any applicable regulation of other rights and remedies the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives")parties may have against each other. Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.SECTION 12:
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Global Casinos Inc)
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the parties. Information received by one party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (ii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and that it shall use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the party who agree to be bound by this confidentiality agreement. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other party the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or Technical Coordinator orafter the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section will cause irreparable damage or injury to the non-defaulting party, when appropriatethe exact amount of which may be impossible to ascertain, disposed and that, for such reason, among others, the non-defaulting party shall be entitled to an injunction, without the necessity of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect posting bond therefor, restraining any further violation of such agreements. Such rights to any item of Confidential Information injunction shall be binding upon in addition to, and not in limitation of, any other rights and remedies the parties may have against each party during the term other. The provisions of this Agreement and for five (5) years after the expiration or Section shall survive any termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Nondisclosure of Confidential Information. All (a) Prior to the Effective Date of this Agreement, BioXcel and Nektar entered into a certain Mutual Confidentiality Agreement dated July 27, 2016, as amended July 18, 2018 (“CDA”). As it relates to disclosures involving BXCL701 and NKTR-214 only, the CDA is hereby terminated and replaced by the terms of this Agreement. Any Confidential Information furnished under relating thereto previously disclosed by the Parties pursuant to the CDA shall now be Confidential Information for purposes of this Agreement and the Parties shall treat it as such in accordance with the terms hereof. All written, visual, oral and electronic data, information, know-how or other proprietary information or materials, both technical and non-technical, disclosed by the party disclosing such Confidential Information one Party (the "“Disclosing Party"”) to the party receiving the Confidential Information any other Party (the "“Receiving Party"”) shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed pursuant to Receiving Party visually, orally, this Agreement that (a) if in machine-readable tangible form, or is labeled in writing as “proprietary” or “confidential” (including graphic materialor similar reference). When disclosed ; or (b) if in machine-readable form oral or writingvisual form, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be is identified as Confidential Information proprietary or confidential or for internal use only at the time of initial disclosure. The Receiving Party disclosure or within thirty (30) calendar days thereafter shall label clearly as "[be “Confidential Information” of the Disclosing Party's Name] Confidential" , and all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx Study Data and GE agree that each party Collaboration Inventions shall receive be the Confidential Information of the other party subject Party owning such Study Data or Collaboration Invention (as provided in Section 8.2 with regard to the following conditions:
(a) Confidential Information shall be held Study Data and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction Section 6.1 with the performance regard to Collaboration Inventions). For purposes of this Agreement, regardless of which Party discloses such Confidential Information to the other, (i) all BioXcel Study Inventions, BioXcel Technology and BioXcel 44 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***]”. The Receiving Party A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Regulatory Documentation shall not disclose the be Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising BioXcel and Nektar shall be deemed the Receiving Party's rights or performing its obligations hereunder, (ii) all Nektar Study Inventions, Nektar Technology, and such officers Nektar Regulatory Documentation shall be Confidential Information of Nektar and Employees BioXcel shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of be deemed the Receiving Party nor to any other party without the express written authorization Party, and (iii) all Combined Therapy Inventions, Combined Therapy Study Data and Combined Therapy Trial Regulatory Documentation shall be Confidential Information of the Disclosing each Party.
(b) GE Except to the extent expressly authorized in this Section 9.1 and Xxxxxxx.xxx warrant Sections 9.2, 9.3 and represent on their own behalf that all 9.5 below, or as otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for a period of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of [***] ([***]) years thereafter (or willfor any Confidential Information that is identified in writing at the time of disclosure as a trade secret related to each Party’s Compound, within 10 days for as long as it is not part of the Effective Date of public domain), it shall (x) keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of any Confidential Information owned by the Disclosing Party's , (y) treat the Disclosing Party’s Confidential Information with the same degree of care the Receiving Party uses for its own confidential information but in no event with less than a reasonable degree of care; and (z) reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to accomplish the Receiving Party’s obligations under this Agreement, with all such reproductions being considered the Disclosing Party’s Confidential Information.
(c) The Notwithstanding anything to the contrary in this Section 9.1, and subject to Section 8.3, the Receiving Party shall not copy may disclose the Disclosing Party's ’s Confidential Information (except for the limited purpose of making secondary copies for officers and employees to its employees, consultants, agents or permitted sublicensees solely on a need-to-know basisbasis for the purpose of fulfilling the Receiving Party’s obligations under this Agreement; provided, however, that (1) any such employees, consultants, agents or permitted sublicensees are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement, and shall return to Disclosing (2) the Receiving Party any remains liable for the compliance of such employees, consultants, agents or all portions permitted sublicensees with such obligations. Each Receiving Party acknowledges that in connection with its and its representatives examination of the Confidential Information of the Disclosing Party's Confidential Information at , the Receiving Party and its representatives may have access to material, non-public information, and that the Receiving Party is aware, and will advise its representatives who are informed as to the matters that are the subject of this Agreement, that State and Federal laws, including United States securities laws, impose restrictions on the dissemination of such information and trading in securities when in possession of such information. Each Receiving Party agrees that it will not, and will advise its representatives who are informed as to the matters that are the subject of this Agreement to not, purchase or sell any time upon request by security of the Disclosing Party including, but not limited to all documents or other media containing on the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing basis of the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of extent such Confidential Information shall be binding upon each party during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant constitutes material non-public information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from about the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Governmentsecurity.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists. strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (ii) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange. NASDAQ, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and that it shall use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the Companies who agree to be bound by this confidentiality agreement. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other party the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Party's Contract Administrator other parties, and to retain no copies of. any documents, work papers and other materials obtained by such party or Technical Coordinator oron such party’s behalf during the conduct of the matters provided for in this Agreement, when appropriatewhether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 15.1 will cause irreparable damage or injury to the parties, disposed the exact amount of as they so direct.
(d) GE's which may be impossible to ascertain, and Xxxxxxx.xxx obligations herein with respect that, for such reason, among others, the parties shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any item of Confidential Information injunction shall be binding upon in addition to. and not in limitation of, any other rights and remedies the parties may have against each party during the term oilier. The provisions of this Agreement and for five (5) years after the expiration or Section 15.1 shall survive any termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Nondisclosure of Confidential Information. All (a) Prior to the Effective Date of this Agreement, BioXcel and Nektar entered into a certain Mutual Confidentiality Agreement dated July 27, 2016, as amended July 18, 2018 (“CDA”). As it relates to disclosures involving BXCL701 and NKTR-214 only, the CDA is hereby terminated and replaced by the terms of this Agreement. Any Confidential Information furnished under relating thereto previously disclosed by the Parties pursuant to the CDA shall now be Confidential Information for purposes of this Agreement and the Parties shall treat it as such in accordance with the terms hereof. All written, visual, oral and electronic data, information, know-how or other proprietary information or materials, both technical and non-technical, disclosed by the party disclosing such Confidential Information one Party (the "“Disclosing Party"”) to the party receiving the Confidential Information any other Party (the "“Receiving Party"”) shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed pursuant to Receiving Party visually, orally, this Agreement that (a) if in machine-readable tangible form, or is labeled in writing as “proprietary” or “confidential” (including graphic materialor similar reference). When disclosed ; or (b) if in machine-readable form oral or writingvisual form, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be is identified as Confidential Information proprietary or confidential or for internal use only at the time of initial disclosure. The Receiving Party disclosure or within thirty (30) calendar days thereafter shall label clearly as "[be “Confidential Information” of the Disclosing Party's Name] Confidential" , and all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx Study Data and GE agree that each party Collaboration Inventions shall receive be the Confidential Information of the other party subject Party owning such Study Data or Collaboration Invention (as provided in Section 8.2 with regard to the following conditions:
(a) Confidential Information shall be held Study Data and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction Section 6.1 with the performance regard to Collaboration Inventions). For purposes of this Agreement, regardless of which Party discloses such Confidential Information to the other, (i) all BioXcel Study Inventions, BioXcel Technology and BioXcel CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***]”. The Receiving Party A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Regulatory Documentation shall not disclose the be Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising BioXcel and Nektar shall be deemed the Receiving Party's rights or performing its obligations hereunder, (ii) all Nektar Study Inventions, Nektar Technology, and such officers Nektar Regulatory Documentation shall be Confidential Information of Nektar and Employees BioXcel shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of be deemed the Receiving Party nor to any other party without the express written authorization Party, and (iii) all Combined Therapy Inventions, Combined Therapy Study Data and Combined Therapy Trial Regulatory Documentation shall be Confidential Information of the Disclosing each Party.
(b) GE Except to the extent expressly authorized in this Section 9.1 and Xxxxxxx.xxx warrant Sections 9.2, 9.3 and represent on their own behalf that all 9.5 below, or as otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for a period of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of [***] ([***]) years thereafter (or willfor any Confidential Information that is identified in writing at the time of disclosure as a trade secret related to each Party’s Compound, within 10 days for as long as it is not part of the Effective Date of public domain), it shall (x) keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of any Confidential Information owned by the Disclosing Party's , (y) treat the Disclosing Party’s Confidential Information with the same degree of care the Receiving Party uses for its own confidential information but in no event with less than a reasonable degree of care; and (z) reproduce the Disclosing Party’s Confidential Information solely to the extent necessary to accomplish the Receiving Party’s obligations under this Agreement, with all such reproductions being considered the Disclosing Party’s Confidential Information.
(c) The Notwithstanding anything to the contrary in this Section 9.1, and subject to Section 8.3, the Receiving Party shall not copy may disclose the Disclosing Party's ’s Confidential Information (except for the limited purpose of making secondary copies for officers and employees to its employees, consultants, agents or permitted sublicensees solely on a need-to-know basisbasis for the purpose of fulfilling the Receiving Party’s obligations under this Agreement; provided, however, that (1) any such employees, consultants, agents or permitted sublicensees are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement, and shall return to Disclosing (2) the Receiving Party any remains liable for the compliance of such employees, consultants, agents or all portions permitted sublicensees with such obligations. Each Receiving Party acknowledges that in connection with its and its representatives examination of the Confidential Information of the Disclosing Party's Confidential Information at , the Receiving Party and its representatives may have access to material, non-public information, and that the Receiving Party is aware, and will advise its representatives who are informed as to the matters that are the subject of this Agreement, that State and Federal laws, including United States securities laws, impose restrictions on the dissemination of such information and trading in securities when in possession of such information. Each Receiving Party agrees that it will not, and will advise its representatives who are informed as to the matters that are the subject of this Agreement to not, purchase or sell any time upon request by security of the Disclosing Party including, but not limited to all documents or other media containing on the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing basis of the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of extent such Confidential Information shall be binding upon each party during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant constitutes material non-public information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from about the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Governmentsecurity.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Clinical Trial Collaboration Agreement (BioXcel Therapeutics, Inc.)
Nondisclosure of Confidential Information. All The parties acknowledge and agree that each party has developed and acquired certain confidential, proprietary information and trade secrets regarding its business, including but not limited to customer and/or client lists and data; product and service concepts; designs, analyses, plans and strategies; business processes and methods; pricing policies and practices; financial information; information regarding employees, consultants, independent contractors, vendors and suppliers; computer software, programs, systems, and databases; and other financial and operational information (collectively the “Confidential Information”), all of which are valuable business assets of the disclosing party (the “Disclosing Party”). The parties also acknowledge and agree that they will be granted access to Confidential Information furnished under this Agreement by solely in furtherance of the party disclosing such Permitted Purposes, that the unauthorized disclosure of Confidential Information (could damage or destroy its value and significantly harm the "Disclosing Party") ’s business, and that the provisions of its Agreement are reasonably necessary to the party receiving the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or protect its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosurevalue. The Receiving Party shall label clearly as "[agrees to keep the Disclosing Party's Name] Confidential" all ’s Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreementconfidential at all times. The Receiving Party shall further agrees that it will not directly or indirectly copy, use or disclose the any Confidential Information of except for the Permitted Purposes or with the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the ’s consent. The Receiving Party nor also agrees to any other party without the express written authorization follow all of the Disclosing Party.
(b) GE ’s policies and Xxxxxxx.xxx warrant and represent on their own behalf that all regulations for the protection of their own officersthe Confidential Information, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of upon the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information ’s request at any time upon request by to promptly deliver to the Disclosing Party includingall documents, but not limited to all documents or data, records and other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party disclosed during the term of this Agreement Agreement, together with any copies, disks, files, excerpts or other reproductions. The Receiving Party also agrees that its obligations contained in this paragraph also apply to any confidential information or trade secrets of any third party which the Disclosing Party has agreed to keep confidential and for five (5) years after not disclose. A party will not disclose any Confidential Information to any of its representatives unless they have been informed of its confidential nature and they have agreed to act in accordance with the expiration or termination terms and conditions of this Agreement. Protection A party will cause its representatives to trade secrets observe the terms of this Agreement and a party will be responsible for any breach of the terms of this Agreement by its representatives. Notwithstanding the generality of the foregoing, “Confidential Information” shall extend to such time as the relevant not include information qualifies as a trade secret under the applicable law.
which: (ea) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations is generally available to the other regarding the accuracy public through no improper action or future utilization inaction by the Receiving Party or any representative of the Receiving Party; (b) is rightfully in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (c) is rightfully disclosed to the Receiving Party by a third party; or (d) is independently developed by the Receiving Party without use of any confidential information of the Disclosing Party's Confidential Information.
(f) . The Receiving Party shall not export may also make disclosures required by law or re-export court order, provided the Receiving Party uses reasonable efforts to limit any of the Disclosing Party's Confidential Informationsuch disclosure and to obtain confidential treatment or a protective order, technical data or products received from and allows the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party participate in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right attempting to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event limit such disclosure is required or to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or orderseek confidential treatment.
Appears in 1 contract
Nondisclosure of Confidential Information. (a) All Confidential Information furnished under written, visual, oral and electronic data, information, know-how or other confidential information or materials, both technical and non-technical, disclosed by one Party to any other Party pursuant to this Agreement by the party disclosing such Confidential Information that (the "Disclosing Party"a) to the party receiving the Confidential Information (the "Receiving Party") shall remain the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, if in machine-readable tangible form, or is labeled in writing as “proprietary” or “confidential” (including graphic materialor similar reference). When disclosed ; or (b) if in machine-readable form oral or writingvisual form, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be is identified as Confidential Information proprietary or confidential or for internal use only at the time of initial disclosure. The Receiving Party disclosure or within *** thereafter shall label clearly as "[Disclosing be “Confidential Information” of the disclosing Party's Name] Confidential" , and all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx Study Data and GE agree that each party Inventions shall receive be the Confidential Information of the other party subject Party owning such Study Data or Invention (as provided in Section 8.2 with regard to the following conditions:
(a) Confidential Information shall be held Study Data and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction Section 6.1 with the performance regard to Inventions). For purposes of this Agreement. The Receiving , regardless of which Party discloses such Confidential Information to the other, (i) all Five Prime Study Inventions, Five Prime Technology and Five Prime Regulatory Documentation shall not disclose the be Confidential Information of Five Prime and BMS shall be deemed the Disclosing Party to anyone except its own officersreceiving Party, Employees(ii) all BMS Study Inventions, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunderBMS Technology, and such officers BMS Regulatory Documentation shall be Confidential Information of BMS and Employees Five Prime shall make no further disclosure be deemed the receiving Party and (iii) all Combined Therapy Inventions, Combined Therapy Study Data and Combined Therapy Trial Regulatory Documentation shall be Confidential Information of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing each Party.
(b) GE Except to the extent expressly authorized in this Section 9.1 and Xxxxxxx.xxx warrant Sections 9.2, 9.3 and represent on their own behalf that all 9.5, or as otherwise agreed in writing by the Parties, each Party agrees that, for the Term and for a period of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of *** thereafter (or willfor any Confidential Information that is identified in writing at the time of disclosure as a trade secret related to each Party’s Compound, within 10 days for as long as it is not part of the Effective Date of public domain), it shall (x) keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement be made aware ofany Confidential Information owned by the other Party, (y) treat the terms other Party’s Confidential Information with the same degree of care the receiving Party uses for its own confidential information but in no event with less than a reasonable degree of care; and (z) reproduce the disclosing Party’s Confidential Information solely to the extent necessary to accomplish the receiving Party’s obligations under this Agreement, with all such reproductions being considered the disclosing Party’s Confidential Information; provided that with respect to BMS Confidential Information that BMS received as confidential information from Ono, the obligations of confidentiality and non-disclosure agreement so that they may sufficiently protect use shall continue for the considerable interests longer of the Disclosing Party's Confidential Informationperiod set forth above or *** after the termination of the Ono-BMS Agreements.
(c) The Receiving Notwithstanding anything to the contrary in this Section 9.1, and subject to Section 8.3, the receiving Party shall not copy may disclose the Disclosing disclosing Party's ’s Confidential Information (except for the limited purpose of making secondary copies for officers and employees to its employees, consultants, agents or permitted sublicensees solely on a need-to-know basisbasis for the purpose of fulfilling the receiving Party’s obligations under this Agreement; provided, however, that (1) any such employees, consultants, agents or permitted sublicensees are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement, and shall return to Disclosing (2) the receiving Party any remains liable for the compliance of such employees, consultants, agents or all portions permitted sublicensees with such obligations. Each receiving Party acknowledges that in connection with its and its representatives examination of the Disclosing Party's Confidential Information at any time upon request by of the Disclosing disclosing Party, the receiving Party includingand its representatives may have access to material, but not limited to all documents or other media containing non-public information, and that the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generatedreceiving Party is aware, they shall be delivered and will advise its representatives who are informed as to the Disclosing Party's Contract Administrator or Technical Coordinator ormatters that are the subject of this Agreement, that State and Federal laws, including United States securities laws, impose restrictions on the dissemination of such information and trading in securities when appropriatein possession of such information. Each receiving Party agrees that it will not, disposed of and will advise its representatives who are informed as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term matters that are the subject of this Agreement and for five (5) years after the expiration to not, purchase or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor sell any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party security of the Disclosing Party's Confidential Information.
(f) The Receiving disclosing Party shall not export or re-export any on the basis of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's extent such Confidential Information to a governmental entity in constitutes material non-public information about the event disclosing Party or such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or ordersecurity.
Appears in 1 contract
Samples: Clinical Trial Collaboration Agreement (Five Prime Therapeutics Inc)
Nondisclosure of Confidential Information. All Confidential Information furnished under this Agreement by the party disclosing such Confidential Information (the "Disclosing Party") to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Each of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed parties hereto recognizes and acknowledges that it has and will have access to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, certain nonpublic information of the Confidential Information others which shall be labeled "Confidential" or otherwise appropriately as to indicate its deemed the confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information information of the other party subject to the following conditions:
Companies (a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officers, Employees, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties or GE Contractors of the Receiving Party nor to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 12.1 if, on the Closing Date, such information has been (i) developed by the receiving party independently of the disclosing party, (i) rightfully obtained without restriction by the receiving party from a third party, provided that the third party had full legal authority to possess and disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have been in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and that it shall use its best efforts to prevent disclosure by any other Person of, any such confidential information to any Person for any purpose or reason whatsoever, except to authorized representatives of the Companies who agree to be bound by this confidentiality agreement. Notwithstanding, a party may use and disclose any such confidential information to the extent that a party may become compelled by Legal Requirements to disclose any such information; provided, however, that such party shall use all documents reasonable efforts and shall have afforded the other Companies the opportunity to obtain an appropriate protective order or other media containing satisfactory assurance of confidential treatment for any such information compelled to be disclosed. In the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information event of termination of this Agreement, each party shall have been generated, they shall use all reasonable efforts to cause to be delivered to the Disclosing Partyother parties, and to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's Contract Administrator behalf during the conduct of the matters provided for in this Agreement, whether so obtained before or Technical Coordinator orafter the execution hereof. Each of the Companies recognizes and agrees that violation of any of the agreements contained in this Section 12.1 will cause irreparable damage or injury to the Companies, when appropriatethe exact amount of which may be impossible to ascertain, disposed and that, for such reason, among others, the Companies shall be entitled to an injunction, without the necessity of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect posting bond therefor, restraining any further violation of such agreements. Such rights to any item of Confidential Information injunction shall be binding upon in addition to, and not in limitation of, any other rights and remedies the Companies may have against each party during the term other. The provisions of this Agreement and for five (5) years after the expiration or Section 11.1 shall survive any termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (XML Global Technologies Inc)
Nondisclosure of Confidential Information. (a) All Confidential Information furnished under this Agreement supplied by the a party disclosing such Confidential Information (the "“Disclosing Party"”) to the other party receiving the Confidential Information (the "“Receiving Party"”) shall remain solely and exclusively the property of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time of initial disclosure. The Receiving Party shall label clearly as "[not use or disclose to any third party any of the Disclosing Party's Name] Confidential" all ’s Confidential Information reduced by except (i) as expressly authorized in this Agreement, (ii) as reasonably necessary or appropriate to perform the Receiving Party’s obligations under this Agreement, or (iii) with the prior written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party’s sole discretion.
(b) The Receiving Party to machine readable form or writing as a result of such disclosures by shall disclose the Disclosing Party’s Confidential Information only to those of its Affiliates (and its and their respective employees and individuals providing services to Receiving Party), agents, representatives and consultants (each an “Independent Contractor,” as opposed to personnel of a third-party vendor, other than a staffing agency, that provides services for the Receiving Party) who have a need to know it for the purposes of this Agreement and who have executed a written nondisclosure agreement containing terms substantially similar to this Section 4 regarding such Confidential Information (or, with respect to the Receiving Party’s employees and the employees of its Affiliates, are otherwise subject to terms substantially similar to this Section 4 regarding such Confidential Information). Xxxxxxx.xxx and GE agree that each party The Receiving Party shall receive protect the Confidential Information of the other party subject to Disclosing Party with the following conditions:same level of care with which it protects its own Confidential Information, but in no event with less than reasonable care.
(ac) Neither party shall create or maintain data sets that are derived from or derivative works of the other party’s Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and except for the purpose of performing its personnel and affiliates only in conjunction with the performance of obligations under this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party to anyone except its own officerspermit any officer, Employeesdirector, who have a need to know such information for purposes of exercising the Receiving Party's rights employee, agent, other representative, subsidiary, Affiliate or performing its obligations hereunder, and such officers and Employees shall make no further disclosure of Confidential information to any other officers, employees, third parties person or GE Contractors entity acting on behalf of the Receiving Party nor or any third party to Process Confidential Information unless such Processing is in compliance with this Agreement and conducted solely by individuals who have been appropriately trained and are bound by commercially reasonable and legally enforceable confidentiality obligations and have a legitimate business reason to Process such information as contemplated by this Agreement. Each party shall be responsible for any unauthorized use or disclosure of any of the other party’s Confidential Information received by it and its Affiliates and its and their respective employees and Independent Contractors. Each party shall Process the other party’s Confidential Information only in compliance with all applicable trade secret, privacy and data protection laws to which such party is subject while refraining from, by act or omission, knowingly placing the other party without in violation of any applicable law. Subject to Section 9 of Exhibit G, each party shall notify the express written authorization other party within a reasonable time after becoming aware of any unauthorized use or disclosure of any of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's other party’s Confidential Information (except for the limited purpose of making secondary copies for officers received by it and its Affiliates and its and their respective employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so directIndependent Contractors.
(d) GE's and Xxxxxxx.xxx obligations herein with respect Other vendors of USCC who will have access to any item of Consultant’s Confidential Information shall be binding upon each party during will first sign a nondisclosure agreement with Consultant substantially in the term of this Agreement form attached hereto as Exhibit C1. (If Consultant will have access to the vendor’s confidential information, Consultant and for five (5) years after such vendor will instead sign the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time mutual nondisclosure agreement substantially in the form attached hereto as the relevant information qualifies as a trade secret under the applicable lawExhibit C2.)
(e) Neither GE nor Xxxxxxx.xxx nor If such vendor is a Consultant Competitor (as defined in Exhibit F hereto), USCC will not provide to such vendor any third party shall have obligations Category [***] Deliverable (as defined in Exhibit H and the applicable SOW) for a period of [***] following commencement of Consultant’s Services for the development of such Deliverable. USCC will also sign a confidentiality and nondisclosure agreement with such Consultant Competitor that limits such Consultant Competitor’s use of Consultant’s Confidential Information to the other regarding the accuracy or future utilization by the Receiving Party supporting USCC’s use of the Disclosing Party's Confidential InformationDeliverables hereunder.
(f) The Receiving Party With respect to the Category [***] Deliverables, a Consultant Competitor may be provided access to such Deliverables subject to the following restrictions: (i) such access shall be used solely for purposes of providing services for USCC and shall be provided only to individuals who have a need for such access in order to provide services for USCC; (ii) such Deliverables shall reside exclusively on USCC’s network; (iii) such Consultant Competitor shall be limited to accessing such Deliverables either via direct access to USCC’s network or via VPN-like technology; and (iv) such Consultant Competitor shall have agreed not export or re-export to replicate such Deliverables locally and otherwise not to remove such Deliverables from USCC’s network. USCC shall remain primarily liable for any violation by such Consultant Competitor of any of the Disclosing Party's Confidential Information, technical data foregoing terms or products received from conditions in this Section 4.1(f). In the Disclosing Party or the direct products event of such Confidential Information's technical data violation, Consultant shall be entitled to all remedies available at law and equity including termination of any proscribed countryaffected license. In addition, unless authorized notwithstanding anything to the contrary in this Agreement, USCC will indemnify Consultant for any damages incurred by the Disclosing Party in writing, and Consultant as properly authorized a result of such violation by such Consultant Competitor of any applicable regulation of the U.S. Governmentforegoing terms or conditions in this Section 4.1(f).
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: Master Service Agreement (United States Cellular Corp)
Nondisclosure of Confidential Information. All Each party (the "Recipient Party") acknowledges that it may , as a result of this Agreement or otherwise, be given access to Confidential Information furnished under this Agreement by of the other party disclosing such Confidential Information (the "Disclosing Party"). The Recipient Party agrees that at all times during and after the term of this Agreement, it shall (i) not directly or indirectly disclose to the party receiving the others any Confidential Information of the Disclosing Party, (the "Receiving Party"ii) shall remain the property not directly or indirectly use any Confidential Information of the Disclosing Party and/or its licensors. The Disclosing Party's Confidential Information may be disclosed other than as contemplated by this Agreement and (iii) exercise diligent precautions to Receiving Party visually, orally, in machine-readable form, or in writing (including graphic material). When disclosed in machine-readable form or writing, safeguard and protect the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be identified as Confidential Information at the time confidentiality and integrity of initial disclosure. The Receiving Party shall label clearly as "[Disclosing Party's Name] Confidential" all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx and GE agree that each party shall receive the Confidential Information of the other party subject to the following conditions:
(a) Confidential Information shall be held and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction with the performance of this Agreement. The Receiving Party shall not disclose the Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Recipient Party shall have the right to anyone except its own officers, Employees, who have make disclosures of the Confidential Information on a strict "need to know know" basis to (i) its advisors and employees; provided, however, that the Recipient Party will inform such information for purposes advisor or employee of exercising the Receiving Party's rights confidential nature of the disclosures and that such advisor or performing its obligations hereunder, employee must abide by the terms of this Agreement and such officers and Employees shall make no further disclosure of not disclose the Confidential information Information to any other officersperson, employeesand (ii) with the Disclosing Party's prior written approval (which shall not be unreasonably withheld or delayed), third parties the Recipient Party's suppliers and contractors to whom such disclosure is necessary for there performance of this Agreement; provided, however, that the Recipient Party shall first obtain from each supplier or GE Contractors contractor confidentiality agreements with respect to the Confidential Information in the form and substance reasonably satisfactory to the Disclosing Party, and the Recipient Party shall promptly deliver copies of the Receiving Party nor all such confidentiality agreements to any other party without the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date of this Agreement be made aware of) the terms of this non-disclosure agreement so that they may sufficiently protect the considerable interests of the Disclosing Party's Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's Confidential Information (except for the limited purpose of making secondary copies for officers and employees on a need-to-know basis) and shall return to Disclosing Party any or all portions of the Disclosing Party's Confidential Information at any time upon request by the Disclosing Party including, but not limited to all documents or other media containing the Disclosing Party's Confidential Information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generated, they shall be delivered to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during the term of this Agreement and for five (5) years after the expiration or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party of the Disclosing Party's Confidential Information.
(f) The Receiving Party shall not export or re-export any of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's Confidential Information to a governmental entity in the event such disclosure is required to be disclosed pursuant to a regulation, law or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order.
Appears in 1 contract
Samples: License Agreement (Eyecity Com Inc)
Nondisclosure of Confidential Information. All Prior to the Effective Date of this Agreement, Exelixis and BMS entered into a certain Confidentiality Agreement having an effective date of June 9, 2016, as amended by Amendment No. 1 to Confidentiality Agreement having an effective date of February 2, 2017 (“CDA”). As it relates to disclosures involving the BMS Compound and the Exelixis Compound only, the CDA is hereby terminated and replaced by the terms of this Agreement. Any Confidential Information furnished under relating thereto previously disclosed by the Parties pursuant to the CDA shall now be Confidential Information for purposes of this Agreement and the Parties shall treat it as such in accordance with the terms hereof. All written, visual, oral and electronic data, information, know-how or other proprietary information or materials, both technical and non-technical, disclosed by one Party to any other Party pursuant to [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the party disclosing such Confidential Information (the "Disclosing Party") Securities and Exchange Commission pursuant to the party receiving the Confidential Information (the "Receiving Party") shall remain the property Rule 24b-2 of the Disclosing Party and/or its licensorsSecurities Exchange Act of 1934, as amended. The Disclosing Party's Confidential Information may be disclosed to Receiving Party visually, orally, this Agreement that (a) if in machine-readable tangible form, or is labeled in writing as “proprietary” or “confidential” (including graphic materialor similar reference). When disclosed ; or (b) if in machine-readable form oral or writingvisual form, the Confidential Information shall be labeled "Confidential" or otherwise appropriately as to indicate its confidential nature. When disclosed visually or orally, the Confidential Information shall be is identified as Confidential Information proprietary or confidential or for internal use only at the time of initial disclosure. The Receiving Party disclosure or within [ * ] thereafter shall label clearly as "[Disclosing be “Confidential Information” of the disclosing Party's Name] Confidential" , and all Confidential Information reduced by Receiving Party to machine readable form or writing as a result of such disclosures by Disclosing Party. Xxxxxxx.xxx Study Data and GE agree that each party Inventions shall receive be the Confidential Information of the other party subject Party owning such Study Data or Invention (as provided in Section 8.2 with regard to the following conditions:
(a) Confidential Information shall be held Study Data and protected by Receiving Party in strict confidence and used by Receiving Party and its personnel and affiliates only in conjunction Section 6.1 with the performance regard to Inventions). For purposes of this Agreement. The Receiving , regardless of which Party discloses such Confidential Information to the other, (i) all Exelixis Study Inventions, Exelixis Technology and Exelixis Regulatory Documentation shall not disclose the be Confidential Information of Exelixis and BMS shall be the Disclosing Party to anyone except its own officersreceiving Party, Employees(ii) all BMS Study Inventions, who have a need to know such information for purposes of exercising the Receiving Party's rights or performing its obligations hereunderBMS Technology, and such officers BMS Regulatory Documentation shall be Confidential Information of BMS and Employees Exelixis shall make no further disclosure of Confidential information be the receiving Parties. Except to any other officersthe extent expressly authorized in this Section 9.1 and Sections 9.2, employees9.3 and 9.6 below, third parties or GE Contractors of as otherwise agreed in writing by the Receiving Parties, each Party nor to any other party without agrees that, for the express written authorization of the Disclosing Party.
(b) GE and Xxxxxxx.xxx warrant and represent on their own behalf that all of their own officers, and Employees working on XX-Xxxxxxx.xxx projects are aware of (or will, within 10 days of the Effective Date Term of this Agreement be made aware of) and for a period of [ * ] thereafter (or for any Confidential Information that is identified in writing at the terms time of this non-disclosure agreement so that they may sufficiently protect the considerable interests as a trade secret related to each Party’s Compound(s), for as long as it is not part of the Disclosing public domain), it shall (x) keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as expressly provided for in this Agreement any Confidential Information owned solely by any other Party's , (y) treat any other Party’s solely-owned Confidential Information with the same degree of care the receiving Party uses for its own confidential information but in no event with less than a reasonable degree of care; and (z) reproduce a disclosing Party’s solely-owned Confidential Information solely to the extent necessary to accomplish the receiving Party’s obligations under this Agreement, with all such reproductions being considered the disclosing Party’s Confidential Information.
(c) The Receiving Party shall not copy the Disclosing Party's ; provided, that [ * ], Confidential Information (except for that was [ * ]. Notwithstanding anything to the limited purpose of making secondary copies for officers contrary in this Section 9.1, and employees subject to Section 8.3, the receiving Party may disclose a disclosing Party’s Confidential Information to its employees, consultants, agents or permitted sublicensees solely on a need-to-know basisbasis for the purpose of fulfilling the receiving Party’s obligations or exercising the receiving Party’s rights under this Agreement; provided, however, that (1) any such employees, consultants, agents or permitted sublicensees are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement, and shall return to Disclosing (2) the receiving Party any remains liable for the compliance of such employees, consultants, agents or all portions permitted sublicensees with such obligations. Each receiving Party acknowledges that in connection with its and its representatives examination of the Disclosing Party's Confidential Information at any time upon request by of the Disclosing disclosing Party, the receiving Party and its representatives may have access to material, non-public information, and that the receiving Party is aware, and will advise its representatives who are informed as to the matters that are the subject of this Agreement, that State and Federal laws, including, but not limited to all documents or other media containing without limitation, United States securities laws, impose restrictions on the Disclosing Party's Confidential Informationdissemination of such information and trading in securities when in possession of such information. If any intermediate work products or working papers containing the Disclosing Party's Confidential Information shall have been generatedEach receiving Party agrees that it will not, they shall be delivered and will advise its representatives who are informed as to the Disclosing Party's Contract Administrator or Technical Coordinator or, when appropriate, disposed of as they so direct.
(d) GE's and Xxxxxxx.xxx obligations herein with respect to any item of Confidential Information shall be binding upon each party during matters that are the term subject of this Agreement and for five (5) years after the expiration to not, purchase or termination of this Agreement. Protection to trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law.
(e) Neither GE nor Xxxxxxx.xxx nor sell any third party shall have obligations to the other regarding the accuracy or future utilization by the Receiving Party security of the Disclosing Party's Confidential Information.
(f) The Receiving disclosing Party shall not export or re-export any on the basis of the Disclosing Party's Confidential Information, technical data or products received from the Disclosing Party or the direct products of such Confidential Information's technical data to any proscribed country, unless authorized by the Disclosing Party in writing, and as properly authorized by any applicable regulation of the U.S. Government.
(g) THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use Disclosing Party's Confidential Information for the express, limited purposes described above.
(h) The Receiving Party shall be responsible in all cases for the enforcement of all confidentiality and non-disclosure provisions contained herein as they pertain to the Disclosing Party's Confidential Information, and shall bear all liability for any violations of these provisions by its subsidiaries, affiliates, joint ventures, consultants, agents, third party contractors and related persons or entities that are controlled by or under common ownership and control of the Receiving Party.
(i) Xxxxxxx.xxx acknowledges that GE does not desire to receive any Xxxxxxx.xxx Confidential Information that is not related or appropriate to the performance of this Agreement or that is not otherwise requested by GE (collectively, "Disclosure Objectives"). Xxxxxxx.xxx agrees to use reasonable efforts to avoid disclosures of Xxxxxxx.xxx Confidential Information to GE that are not Disclosure Objectives.
(j) Either party may disclose the Disclosing Party's extent such Confidential Information constitutes material non-public information about the disclosing Party or such security. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a governmental entity Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Combined Therapy Study Data shall be treated as Confidential Information of each Party and shall not be disclosed to Third Parties unless it falls within the exceptions set forth in the event such disclosure Section 9.2 below or is required reasonably necessary to be disclosed pursuant in order for a Party to a regulationexercise its rights under Section 8.3(b), law 8.3(c), 8.3(d) or court order provided such party has given prior notice to the Disclosing Party and provides only the minimum amount of information required to comply with such regulation or order8.3(e).
Appears in 1 contract
Samples: Clinical Trial Collaboration Agreement (Exelixis, Inc.)
