Common use of Obligation of Confidentiality Clause in Contracts

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 4 contracts

Samples: License & Supply Agreement (AEON Biopharma, Inc.), License & Supply Agreement (AEON Biopharma, Inc.), License & Supply Agreement (AEON Biopharma, Inc.)

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Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s shall permanently hold, ----------------------------- and cause their respective personnel to hold, Confidential Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information)strict confidence. Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each The receiving Party may disclose the other Party’s Confidential Information hereunder solely that is required to be disclosed by governmental agencies, regulatory authorities, or pursuant to court order only to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; required by law and only provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving receiving Party will, except where impracticable, give provides reasonable advance prior notice to the Disclosing disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locationsdisclosure. Upon expiration or termination of Except as specifically permitted by this Agreement, any and all Information possessed in tangible form by a Receiving Partyneither Party shall duplicate or use, or its Affiliatespermit the duplication or use of, Confidential Information or its disclose or permit the disclosure of Confidential Information to any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used person or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publicationentity. Each Party also recognizes shall limit the mutual interest in obtaining valid patent protection duplication and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results use of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver Confidential Information to the other Party a copy performance of the proposed written publication its obligations under this Agreement and shall limit access to and possession of Confidential Information only to those of its personnel whose responsibilities under this Agreement reasonably require such access or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentationpossession. The reviewing Each Party shall notify the other Party within fifteen (15) days advise all such persons before they receive access to or possession of receipt of such proposed publication whether such draft publication contains (i) Confidential Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering confidential nature of the subject matter of this Agreement, the reviewing Party shall have the right Confidential Information and require them to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with abide by the terms of this Agreement. Upon expiration Any duplication, use, disclosure, or other act or omission by any person that obtains access to or possession of such thirty (30) days, Confidential Information through the publishing receiving Party that would be a breach of this Agreement if committed by the receiving Party is deemed a breach of this Agreement by the receiving Party for which the receiving Party shall be free to proceed with the publication or presentationresponsible. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business informationa Party's Confidential Information is sought pursuant to judicial process, the publishing Party receiving such request shall edit promptly notify the Party whose Confidential Information is so requested and shall cooperate with such publication Party to prevent maintain the disclosure confidentiality of such information prior to submission of the publication Confidential Information (e.g., through opposition proceedings or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Producta protective order). 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 3 contracts

Samples: Strategic Alliance Agreement (Global Sports Inc), Strategic Alliance Agreement (Global Sports Inc), Strategic Alliance Agreement (Global Sports Inc)

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known Recipient shall initially disclose Proprietary Information only to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their those directors, officers, employees, agents, consultantsattorneys, accountants, advisors, affiliates, and clinical investigators and belonging other representatives (collectively, the "Representatives") set forth on Schedule A hereto, which may be amended by the parties from time to time in writing upon mutual agreement. Nothing in this Section 4 shall supercede the additional obligations with respect to the disclosure of Proprietary Information to Representatives set forth in Section 3 hereof. At such time as Disclosing Party shall agree in a writing which specifically references this Agreement. Recipient may issue a press release, in a form specifically approved by Disclosing Party, regarding such portions of the Proprietary Information specified in such writing. (b) All Proprietary Information (including all copies thereof) shall remain the exclusive property of the Disclosing Party, shall, upon written request, and shall be destroyed returned to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Disclosing Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time earlier of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of written demand therefor sent by the reviewing Party, Disclosing Party to the Recipient; or (ii) information after Recipient's need for it, consistent with the performance, or termination of discussions regarding, of the potential transaction between the parties, has expired. (c) Recipient hereby acknowledges that if published would have an adverse effect on all Proprietary Information is Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 17 considered confidential by, and is considered exclusively proprietary to and a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, valuable trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Disclosing Party, and no derives independent economic value, actual or potential, to the Disclosing Party from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. As between Recipient and the Disclosing Party, all proprietary rights (including but not limited to copyrights and trade secrets) in and to the Proprietary Information shall use remain the name, trademark, trade name or logo property of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Disclosing Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Dti Holdings Inc), Purchase and Sale Agreement (Dti Holdings Inc)

Obligation of Confidentiality. 14.1 During the TermTerm of this Agreement, and for [***] thereafter, each of the Parties will keep confidential confidential, and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or and / or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG DAEWOOONG and AEON EVOLUS each acknowledge the other Party’s 's interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the . The reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON EVOLUS established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON EVOLUS shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 2 contracts

Samples: License & Supply Agreement (Evolus, Inc.), License & Supply Agreement (Evolus, Inc.)

Obligation of Confidentiality. 14.1 During Each Party wishes to ensure that the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Confidential Information of the other Party except in the performance of its obligations and exercise of its rights provided to Recipient under this AgreementAgreement is retained in strict confidence by Recipient. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination For purposes of this Agreement, any and all Information possessed in tangible form by “Disclosing Party” refers to a Receiving Party, Party and/or one or more of its Affiliates whenever it is disclosing information to another Party and/or one or more of its Affiliates, and “Recipient” refers to a Party and/or one or more of its Affiliates whenever it is receiving information from another Party and/or one or any more of their directors, officers, employees, agents, consultantsits Affiliates. Recipient agrees to keep all Confidential Information of Disclosing Party obtained hereunder (whether written or oral, and clinical investigators whether or not explicitly designated as confidential) as well as all knowledge derived therefrom (including all notes, memoranda, summaries, reports, analyses, compilations, studies or other similar materials) in strict confidence and belonging further agrees not to the Disclosing Partydisclose, shall, upon written request, be destroyed to the extent practicable and not used directly or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present indirectly to any third party, during nor to use, copy, evaluate or incorporate, within or outside of its business, any of such Confidential Information for any purpose other than for the Term, results purposes of provision of the scientificServices. Recipient shall allow access to and disclose such Confidential Information only to those of its employees, preclinical directors, and clinical studies officers who need to have access to such Confidential Information for the purposes of provision or any information about Product, or the results of any program to discover or develop any receipt of the aboveServices. As a condition of such disclosure, it shall deliver to the other Party a copy Recipient will inform such persons of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt confidential nature of such proposed publication whether Confidential Information and will be responsible for any failure by such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right persons to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance comply with the terms obligations of this Agreement. Upon expiration Without in any way limiting or abridging Recipient’s obligation hereunder to keep all Confidential Information of Disclosing Party in strict confidence, Recipient agrees to protect such thirty (30) daysConfidential Information by using the same degree of care, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure but no less than a reasonable degree of material trade secret or proprietary business informationcare, the publishing Party shall edit such publication to prevent the disclosure unauthorized use, dissemination or publication of such Confidential Information as Recipient uses to protect its own confidential information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Producta like nature. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 2 contracts

Samples: Master Services Agreement (LiveWire Group, Inc.), Master Services Agreement (Harley-Davidson, Inc.)

Obligation of Confidentiality. 14.1 During Each Party wishes to ensure that the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Confidential Information of the other Party except in the performance of its obligations and exercise of its rights provided to Recipient under this AgreementAgreement is retained in strict confidence by Recipient. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination For purposes of this Agreement, any and all Information possessed in tangible form by “Disclosing Party” refers to a Receiving Party, Party and/or one or more of its Affiliates whenever it is disclosing information to another Party and/or one or more of its Affiliates, and “Recipient” refers to a Party and/or one or more of its Affiliates whenever it is receiving information from another Party and/or one or any more of their directors, officers, employees, agents, consultantsits Affiliates. Recipient agrees to keep all Confidential Information of Disclosing Party obtained hereunder (whether written or oral, and clinical investigators whether or not explicitly designated as confidential) as well as all knowledge derived therefrom (including all notes, memoranda, summaries, reports, analyses, compilations, studies or other similar materials) in strict confidence and belonging further agrees not to the Disclosing Partydisclose, shall, upon written request, be destroyed to the extent practicable and not used directly or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present indirectly to any third party, during nor to use, copy, evaluate or incorporate, within or outside of its business, any of such Confidential Information for any purpose other than for the Termpurposes of a Project. Recipient shall allow access to and disclose such Confidential Information only to those of its employees, results directors, and officers who need to have access to such Confidential Information for the purposes of a Project. As a condition of such disclosure, Recipient will inform such persons of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt confidential nature of such proposed publication whether Confidential Information and will be responsible for any failure by such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right persons to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance comply with the terms obligations of this Agreement. Upon expiration Without in any way limiting or abridging Recipient’s obligation hereunder to keep all Confidential Information of Disclosing Party in strict confidence, Recipient agrees to protect such thirty (30) daysConfidential Information by using the same degree of care, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure but no less than a reasonable degree of material trade secret or proprietary business informationcare, the publishing Party shall edit such publication to prevent the disclosure unauthorized use, dissemination or publication of such Confidential Information as Recipient uses to protect its own confidential information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Producta like nature. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 2 contracts

Samples: Joint Development Agreement (LiveWire Group, Inc.), Joint Development Agreement (Harley-Davidson, Inc.)

Obligation of Confidentiality. 14.1 During Recipient acknowledges that the TermDisclosing Party will make available to Recipient Confidential Information in connection with the Proposed Transaction. Recipient agrees to use such Confidential Information solely for the purpose of evaluating the Proposed Transaction, and not for [***] thereafterany other purpose, each of the Parties and that it will keep confidential such Confidential Information in strict confidence. Recipient further acknowledges and not disclose or use any of the Information of the other Party except agrees that, if it chooses in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information own business judgment not to proceed with the same degree of confidentiality as it keeps Proposed Transaction despite its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation representations to the Disclosing Party that it is a Genuinely Interested Party, Recipient will not to disclose such information to others; or (d) To have been subsequently independently developed by use the Receiving Party without use of the Disclosing Party Confidential Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event its potential evaluation of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so other The UPS Store franchise opportunity. Recipient agrees that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and it will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Partyuse, except as may be required authorized by applicable lawsthe Disclosing Party in writing or by this Agreement, regulationsand will not disclose or give to others, any of the Confidential Information. Without limiting the generality of the foregoing, Recipient will (a) restrict the disclosure of the Confidential Information to those employees, officers, directors, contractors, agents and representatives of Recipient who require such information in connection with the Proposed Transaction, (b) prevent use or disclosure by its employees, officers, directors, contractors, agents and representatives of the Confidential Information, except as provided herein, and (c) promptly inform the Disclosing Party of any use or disclosure of the Confidential Information, whether intentional or not, which violates the provisions of this Paragraph 4 and of which Recipient, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcementits employees, prior to public releaseofficers, directors, contractors, agents and representatives, has any knowledge.

Appears in 2 contracts

Samples: Confidentiality Agreement, Confidentiality Agreement

Obligation of Confidentiality. 14.1 (a) In connection with this Agreement, each party (the "Disclosing Party") may furnish to the other party (the "Receiving Party") or its Representatives certain Confidential Information. During the Term, term of this Agreement and for [***] thereaftera period of three (3) years after termination of this Agreement, each the Receiving Party (i) shall maintain as confidential all Confidential Information heretofore or hereafter disclosed to it by the Disclosing Party, (ii) shall not, directly or indirectly, disclose any such Confidential Information to any Person other than those Representatives of the Parties will keep confidential Receiving Party whose duties justify the need to know such Confidential Information and not disclose then only after each Representative has agreed in writing to be bound by this Confidentiality Agreement and clearly understands his or her obligation to protect the confidentiality of such Confidential Information and to restrict the use any of the such Confidential Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will (iii) shall treat the other Party’s such Confidential Information with the same degree of confidentiality care as it keeps treats its own confidential information Confidential Information (but in no event will it use case with less than a reasonable care with such Informationdegree of care). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party;. (b) To be or The disclosure of any Confidential Information is solely for the purpose of enabling each party to have become available to the public other than through any act or omission of perform under this Agreement, and the Receiving Party in breach of this Agreement or shall not use any Confidential Information disclosed by the Disclosing Party for any other agreement between the Parties;purpose. (c) To have been disclosed to the Receiving PartyExcept as otherwise set forth in this Agreement, other than under an obligation of confidentiality, all Confidential Information supplied by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; orshall remain the property of the Disclosing Party, and will be promptly returned by the Receiving Party upon receipt of written request therefore. (d) To have been subsequently independently developed by If the Receiving Party without use or its Representative is requested or become legally compelled to disclose any of the Confidential Information, it will provide the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek prompt written notice. If a protective order and/or or other appropriate remedy or waive compliance with is not obtained, then only that part of the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Confidential Information that is legally required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultantsfurnished will be furnished, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, reasonable efforts will be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order made to obtain recognition within the scientific community and to advance the state reliable assurances of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Productconfidentiality. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 2 contracts

Samples: Manufacturing Services Agreement (Intraop Medical Corp), Manufacturing Services Agreement (Intraop Medical Corp)

Obligation of Confidentiality. 14.1 During No Party and none of its Affiliates will disclose (i) the Term, and for [***] thereafter, each terms of this Agreement; (ii) the content of the Parties will keep confidential Parties’ discussions and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under negotiations regarding this Agreement. Each Party will treat ; or (iii) any documents or correspondence exchanged between the other Party’s Information Parties in connection with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of their discussions or negotiations regarding this Article 14 shall not apply to any information that can be shown by the Receiving PartyAgreement except: (a) To have been known to or in with the possession prior written consent of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third PartyParties; (b) To be or if required to have become available to the public other than through any act or omission of the Receiving Party in breach of enforce such Party’s rights under this Agreement or any other agreement between the PartiesAgreement; (c) To have been disclosed to the Receiving such Party’s accountants, legal counsel, tax advisors and other financial or legal advisors, in each case who are bound by written confidentiality and non-use provisions no less restrictive than under an obligation of confidentialitythose contained in this Section 9.1; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; orMARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider any governmental body having jurisdiction and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent specifically requiring such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigatorsdisclosure; provided, however, that a prior to any such disclosure pursuant to this Section 9.1(d) the Party seeking disclosure will promptly notify the other Parties, and seek and consider in good faith the other Parties’ input regarding whether there may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality be provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely Agreement with respect to publications or presentations to any third party containing information about Product.which the disclosing Party might seek confidential treatment; 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made (e) in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously a valid subpoena or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as otherwise may be required by law; provided, however, that prior to any such disclosure pursuant to this Section 9.1(e), the Party seeking disclosure will promptly notify the other Parties, and take all reasonable actions to minimize the nature and extent of such disclosure, and to make such disclosure subject to protective order under an “Outside Attorneys Eyes Only” or higher confidentiality designation; (f) as required during the course of litigation and subject to the extent applicable lawsto a protective order; provided however, regulationsthat any production under a protective order would be protected under an “Outside Attorneys Eyes Only” or higher confidentiality designation; (g) for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or judicial order. The Party desiring any other filings, reports or disclosures that may be required under applicable laws or regulations; or (h) with respect to make any such public announcement shall provide the either BD or Cytek, to its existing and prospective investors, existing and prospective Affiliates and prospective acquirers and strategic partners (in each case together with their respective legal counsel, tax advisors and other Party with a financial or legal advisors), in each case who are bound by written copy of the proposed announcement confidentiality and non-use provisions no less restrictive than those contained in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.this Section 9.1

Appears in 2 contracts

Samples: Settlement, License, and Equity Issuance Agreement (Cytek BioSciences, Inc.), Settlement, License, and Equity Issuance Agreement (Cytek BioSciences, Inc.)

Obligation of Confidentiality. 14.1 During 10.1 The Parties are party to a Confidentiality Agreement, dated as of July 14, 2003, the Term, and for [***] thereafter, each term of which is hereby extended to co-incide with the term of the Parties will keep confidential and not disclose or use any obligations of the Information of confidentiality herein set out, pursuant to which each Party agreed to maintain confidentiality with respect to certain information to be disclosed by the other Party except (the "Existing CDA"). In addition to the obligations set forth in the CDA, all Confidential Information disclosed by a Party ("DISCLOSING PARTY") shall be treated by the other Party ("RECEIVING PARTY") as confidential and shall not be disclosed or revealed to any third party, and shall be used solely in connection with the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s , and such Confidential Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply be used in whole or in part by either Party, whether alone or in co-operation with any other person, to formulate, develop, manufacture or commercialize any other drug product; PROVIDED, HOWEVER, that Confidential Information shall not include information that can be shown by the Receiving PartyParty can document as having been: (a) To have been known public knowledge prior to the disclosure, or in the possession which hereafter becomes public knowledge through no fault of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available lawfully in the Receiving Party's possession prior to the public other than through any act or omission time of the Receiving Party in breach of this Agreement or any other agreement between the Partiesdisclosure by Disclosing Party; (c) To have been disclosed to received, after the Receiving Partytime of disclosure, other than from a third party not under an a similar obligation of confidentiality, by a Third Party that had no obligation confidentiality to the Disclosing Party not to disclose such information to othersParty; or (d) To have been subsequently independently developed by the Receiving Party Party's employees without use access to Disclosing Party's Confidential Information or knowledge of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Development Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 2 contracts

Samples: Product Development and Commercialization Agreement (Elite Pharmaceuticals Inc /De/), Product Development and Commercialization Agreement (Elite Pharmaceuticals Inc /De/)

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination Term of this Agreement, any and all Information possessed in tangible form by a Receiving Party, each party may have or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, may be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver provided access to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen party’s confidential information and materials (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Partyincluding, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreementwithout limitation, the reviewing Party shall have FARO Trade Secrets and the right to (a) propose modifications to the publication or presentation for patent reasonsZeiss Trade Secrets, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable informationrespectively). If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in All such information to (in this Article 5 called “Confidential Information”) shall be filed retained in confidence in accordance with the terms of this AgreementAgreement and any applicable separate nondisclosure agreement between FARO and Zeiss. Upon expiration of such thirty (30) daysFurther, the publishing Party neither party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Confidential Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon party for any purpose other than to perform the timing and content of an initial press release relating to receiving party’s obligations under this Agreement and during the transactions contemplated herein. Except to Term hereof only, or, either during the extent already disclosed in that initial press release, no disclosure of the subject matter Term of this Agreement or after its terms may be made termination or expiration, publish or disclose or cause to or permit anyone else to use, publish, or disclose any such Confidential Information, unless (i) the receiving party can show by either Partywritten evidence that such Confidential Information was lawfully known to it at the time of receipt thereof from the other party; (ii) such Confidential Information becomes publicly available through no fault of the receiving party; (iii) the receiving party can show by written evidence that it has received such Confidential Information from another source without any confidentiality obligation owing to the disclosing party or any other third party; (iv) the receiving party can show by written evidence that its employees or agents have developed such Confidential Information independently without any knowledge of the disclosing party’s Confidential Information; or (v) disclosure is required by, or pursuant to, laws or other act or order of any court, government or governmental agency, as to which the receiving party shall give the party whose Confidential Information is being disclosed prompt notice, and no Party with whom the receiving party shall use consult on the name, trademark, trade name possibility of seeking a protective order or logo other means to preserve the confidentiality of the other Party or its employees in any publicity, news release or disclosure relating Confidential Information required to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releasedisclosed.

Appears in 2 contracts

Samples: Joint Marketing and Sales Agreement, Joint Marketing and Sales Agreement (Faro Technologies Inc)

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is .is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed).. ​ 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days [***] prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days [***] of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days [***] to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days[***], the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product.. ​ 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG XXXXXXXX and AEON XXXX established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG XXXXXXXX and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: License & Supply Agreement (Priveterra Acquisition Corp.)

Obligation of Confidentiality. 14.1 During Each party (for purposes of this Section 7, the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the "Receiving Party") acknowledges that in connection with this Agreement it may gain access to Confidential Information of the other Party except in party (for purposes of this Section 7, the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other "Disclosing Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information"). Notwithstanding As a condition to being furnished with access to the foregoingDisclosing Party's Confidential Information, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving PartyParty shall: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from not use the Disclosing Party without breaching any provision of Party's Confidential Information other than as strictly necessary to exercise its rights or perform its obligations under this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third PartyAgreement; (b) To be not use the Disclosing Party's Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to have become available obtain any competitive benefit with respect to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the PartiesDisclosing Party; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party's Confidential Information, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a the Receiving Party may retain one (1) copy of any disclose the Disclosing Party's Confidential Information in an appropriately secure location solely for use by to its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains Representatives that: (i) Information have a "need to know" for purposes of the reviewing Disclosing Party, or 's performance under this Agreement; (ii) information that if published would have an adverse effect on a patent application covering the subject matter been informed in writing of this Agreementrestriction; and (iii) are themselves bound by written non-disclosure agreements at least as restrictive as those set forth in this Section 7; and (d) safeguard the Disclosing Party's Confidential Information from use by or disclosure to anyone other than as permitted by this Agreement employing at least the same degree of care it uses to protect its own similarly Confidential Information, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request but no less than a reasonable delay in publication or presentation in order to protect patentable informationdegree of care. If the reviewing The Disclosing Party requests a delay to protect patentable informationis responsible for ensuring its Representatives' compliance with, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party and shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business informationliable for any breach by its Representatives of, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about ProductSection 7. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Master Services Agreement

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s shall permanently hold, ----------------------------- and cause their respective personnel to hold, Confidential Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information)strict confidence. Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each The receiving Party may disclose the other Party’s Confidential Information hereunder solely that is required to be disclosed by governmental agencies, regulatory authorities, or pursuant to court order only to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; required by law and only provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving receiving Party will, except where impracticable, give provides reasonable advance prior notice to the Disclosing disclosing Party of such disclosure requirement (so the disclosure; provided however, that the Disclosing either Party may seek a protective order and/or other appropriate remedy or waive compliance with disclose the confidentiality provisions terms of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information Agreement if required to be disclosed). 14.4 Each Receiving disclosed by the Securities and Exchange Commission; provided further that such Party shall keep Information belonging to make and consult the Disclosing other Party in appropriately secure locationsits preparation of a confidential treatment request with respect to such terms of this Agreement as the other Party may reasonably request and use commercially reasonable efforts to obtain such confidential treatment. Upon expiration or termination of Except as specifically permitted by this Agreement, any and all Information possessed in tangible form by a Receiving Partyneither Party shall duplicate or use, or its Affiliatespermit the duplication or use of, Confidential Information or its disclose or permit the disclosure of Confidential Information to any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used person or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publicationentity. Each Party also recognizes shall limit the mutual interest in obtaining valid patent protection duplication and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results use of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver Confidential Information to the other Party a copy performance of its obligations under this Agreement and shall limit access to and possession of Confidential Information [***] Confidential treatment has been requested for the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentationbracketed portions. The reviewing confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. only to those of its personnel whose responsibilities under this Agreement reasonably require such access or possession. Each Party shall notify the other Party within fifteen (15) days advise all such persons before they receive access to or possession of receipt of such proposed publication whether such draft publication contains (i) Confidential Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering confidential nature of the subject matter of this Agreement, the reviewing Party shall have the right Confidential Information and require them to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with abide by the terms of this Agreement. Upon expiration Any duplication, use, disclosure, or other act or omission by any person that obtains access to or possession of such thirty (30) days, Confidential Information through the publishing receiving Party that would be a breach of this Agreement if committed by the receiving Party is deemed a breach of this Agreement by the receiving Party for which the receiving Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Productresponsible. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Strategic Alliance Agreement (Buy Com Inc)

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each The recipient of the Parties will keep confidential and not disclose or use any of the disclosing party’s Confidential Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Partywill: (a) To have been known to use the disclosing party’s Confidential Information only in accordance with the Agreement and only for the purpose of fulfilling its obligations and exercising its rights under the Agreement and will not use, manipulate or exploit the disclosing party’s Confidential Information in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Partymanner; (b) To be or use the same degree of care to have become available protect the disclosing party’s Confidential Information as the recipient uses to protect its own confidential information of a like nature and in any event using a standard no less than a reasonable degree of care, taking into account the public other than through sensitivity of any act or omission applicable items of the Receiving Party in breach of this Agreement or any other agreement between the PartiesConfidential Information; (c) To have been disclosed disclose the disclosing party’s Confidential Information only to the Receiving Party, other than under an obligation recipient’s representatives who have a need to know for purposes described in paragraph (a) above and are obligated to keep the Confidential Information of confidentiality, by a Third Party that had no obligation third parties confidential at least to the Disclosing Party not to disclose such information to others; orsame extent as set forth in the Agreement; (d) To have been subsequently independently developed by the Receiving Party without use not make copies of the Disclosing Party disclosing party’s Confidential Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the modify it other Party’s Information hereunder solely than to the extent necessary to enable the recipient to exercise any rights or perform any obligations under the Agreement; (e) upon demand, inform the disclosing party of the location of the Confidential Information and the measures that the recipient has taken to preserve its confidentiality; and (f) take such disclosure is measures as may be reasonably necessary in connection with complying with applicable laws; provided that required in the event circumstances, taking into account the sensitivity of any such applicable items of the Confidential Information, to prevent any access, use or disclosure of the Disclosing Party’s any Confidential Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement any unauthorized person; and (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one g) within ten (110) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere recipient will, to the guidelines set out in Article 14.4 extent reasonably feasible: (i) either return or destroy the disclosing party’s Confidential Information and this Article 14.5all copies thereof, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date regardless of its publication or presentation without seeking further approval. General comments made by a Party relating form; and (ii) furnish to the relationship between DAEWOONG and AEON established disclosing party, a certificate signed by this Agreementan executive of the recipient attesting to such return or destruction. If such return or destruction is not feasible, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed Agreement pertaining to the public previously or cleared for such disclosure by the other Party. For the avoidance protection of doubt, neither Party shall be entitled to publish Confidential Information will extend and limit further uses and disclosures of the other in violation of Article 14disclosing party’s Confidential Information to those purposes that make its return or destruction infeasible, for as long as the disclosing party’s Confidential Information is within the recipient’s possession and control. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Software and Services Agreement

Obligation of Confidentiality. 14.1 During 10.1. The Parties are party to a Confidentiality Agreement, dated as of December 1, 2005, (the Term, and for [***] thereafter, each "CDA") the term of which is hereby extended to coincide with the term of the Parties will keep confidential and not disclose or use any obligations of the Information of confidentiality herein set out, pursuant to which each Party agreed to maintain confidentiality with respect to certain information to be disclosed by the other Party except (the "Existing CDA"). In addition to the obligations set forth in the CDA, all Confidential Information disclosed by a Party ("DISCLOSING PARTY") shall be treated by the other Party ("RECEIVING PARTY") as confidential and shall not be disclosed or revealed to any third party, and shall be used solely in connection with the performance of its obligations and exercise of its rights under this Agreement. Each , and such Confidential Information shall not be used in whole or in part by either Party, whether alone or in co-operation with any other person, to formulate, develop, manufacture or commercialize any other drug product; PROVIDED, HOWEVER, that Confidential Information shall not include information that the Receiving Party will treat can document as having been: (A) Public knowledge prior to the other disclosure, or which hereafter becomes public knowledge through no fault of the Receiving Party’s Information with ; (B) Lawfully in the same degree Receiving Party's possession prior to the time of disclosure by Disclosing Party; (C) Received, after the time of disclosure, from a third party not under a similar obligation of confidentiality to Disclosing Party; or (D) Independently developed by Receiving Party's employees without access to Disclosing Party's Confidential Information or knowledge of the Development Agreement 10.2. The Receiving Party shall take all such precautions as it keeps normally takes with its own confidential information (Confidential Information, but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoingprecautions, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigatorsprevent improper disclosure; provided, however, that a Party Confidential Information may retain one be disclosed within the limits required (1A) copy of to obtain any Information in an appropriately secure location solely for use by its legal department to ensure compliance authorization from the FDA or any other United States or foreign governmental or regulatory agency or, with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time prior written consent of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted Disclosing Party; (B) to be disclosed pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information any order of the reviewing Party, any court having jurisdiction and power to order such information to be released or made public; or (ii) information any lawful action of a governmental or regulatory agency. 10.3. In addition to and without limiting any other remedies available to a Receiving Party at law or in equity, the Receiving Party shall also be entitled to seek immediate injunctive relief in any court to restrain any breach or threatened breach of a Receiving Party and to enforce the provisions of this Section 10. Each Party acknowledges and agrees that if published would have there may be no adequate remedy at law or in equity for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, the Receiving Party shall not use as a defense thereto that there is an adverse effect adequate remedy at law. 10.4. The Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party's employees, consultants, licensees, agents, prospective licensees and subcontractors on a patent application covering need-to-know basis; PROVIDED, HOWEVER, that (i) any such disclosure shall be pursuant to a written confidentiality agreement with terms at least as restrictive as those specified herein; and (ii) any violation of this Agreement by such persons shall be deemed a breach by the subject matter Receiving Party. Any of the persons mentioned above who are provided with access to Confidential Information shall be informed by the Receiving Party of the Receiving Party's obligations hereunder. 10.5. The confidentiality obligations of each Party under this Section 10 shall survive the expiration or earlier termination of this Agreement, howsoever terminated. 10.6. The Parties shall cooperate and agree upon any public statement concerning the reviewing Party shall have the right to (a) propose modifications to the publication existence, subject matter or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms any term of this Agreement. Upon expiration Agreement by or on behalf of such thirty (30) days, the publishing any Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication any issuance, dissemination or presentationrelease. After the termination or expiration of this Agreement, the Parties shall continue Subject to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubtSection 10, neither Party shall be entitled to publish Information may issue, disseminate or release any such public statement without the prior written approval of the other in violation of Article 14Parties, which consent shall not be unreasonably withheld or delayed. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Product Development and Commercialization Agreement (Elite Pharmaceuticals Inc /De/)

Obligation of Confidentiality. 14.1 During Each party (the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the “Recipient”) acknowledges that in connection with this Agreement such party may gain access to Confidential Information of the other Party except in party (the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other “Disclosing Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoingAs a condition to being furnished with Confidential Information, the provisions of this Article 14 shall not apply to any information that can be shown by Recipient agrees, during the Receiving PartyTerm and for 3 years thereafter, to: (a) To have been known to not use the Disclosing Party's Confidential Information other than in connection with performing its obligations under this Agreement and shall make no use of any such Confidential Information, directly or indirectly, in the possession of the Receiving Party prior any manner to the date detriment of its actual receipt from the Disclosing Party without breaching or in order to obtain any provision of this Agreement or any other agreement between the Parties or of any agreement between competitive benefit with respect to the Disclosing Party and a Third Party, by such Third Party;; and (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to maintain the Disclosing Party Party's Confidential Information in confidence and, subject to Section 9.2 below, not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Confidential Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to without the Disclosing Party, shall, upon 's prior written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigatorsconsent; provided, however, that a Party Recipient may retain one disclose the Disclosing Party's Confidential Information to its officers, employees, consultants, and legal advisors (1“Representatives”) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains who: (i) Information have a “need to know” for purposes of the reviewing PartyRecipient's performance under this Agreement, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter been apprised of this Agreementrestriction; and (iii) are themselves bound by nondisclosure restrictions at least as restrictive as those set forth in this Section 9.1. The Recipient shall be responsible for ensuring its Representatives' compliance with, the reviewing and shall be liable for any breach by its Representatives, of this Section 9. The Receiving Party shall have employ the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely same efforts it uses with respect to publications or presentations its own confidential information to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, safeguard the relevant Party shall be entitled to Disclosing Party's Confidential Information from use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the anyone other Party, except than as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releasepermitted hereby.

Appears in 1 contract

Samples: Content Partner Agreement

Obligation of Confidentiality. 14.1 6.1 During the Termterm hereof, all Customer Information relating to Party A’s Business and for [***] thereafterthe Service provided by Party B, each as well as other relevant materials (hereinafter the “Customer Information”) shall be jointly owned by the Parties. 6.2 Regardless of whether this Agreement has terminated or not, the Parties shall keep in strict confidence all the trade secrets, proprietary information and customer information and all other information of a confidential nature about the other Parties known by them during the execution and performance of this Agreement (hereinafter collectively the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information or unless it is required to be disclosed to third parties according to the relevant laws and regulations or the requirement of the Parties will keep confidential and country on which any affiliate of a Party is listed, the Party receiving the Confidential Information shall not disclose to any third party any Confidential Information. The receiving Party shall not use or indirectly use any Confidential Information other than for the purpose of the Information of the other Party except in the performance of its obligations and exercise of its rights under performing this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential . 6.3 The following information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by deemed as the Receiving PartyConfidential Information: (a) To have any information that has been legally known to or in the possession of the Receiving by receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, before as evidenced by such Third Partywritten documents; (b) To be or to have become available any information entering the public domain not attributable to the public other than through any act or omission fault of the Receiving Party in breach of this Agreement or any other agreement between the Parties;receiving Party; or (c) To have been disclosed to any information lawfully acquired by the Receiving Party, receiving Party through other than under an obligation sources after its receipt of confidentiality, by a Third such information. 6.4 The receiving Party that had no obligation to may disclose the Disclosing Party not to disclose such Confidential information to others; or (d) To have been subsequently independently developed its relevant employees, agents or professionals retained by it. However, the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, the aforesaid personnel shall consider comply with the relevant terms and hold conditions of this Agreement and be responsible for any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary liability incurred in connection with complying with applicable laws; provided that in the event of any breach by such disclosure personnel of the Disclosing Party’s Information by the Receiving Partyrelevant terms and conditions hereof. 6.5 Notwithstanding any other provisions herein, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions effect of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to shall not be disclosed). 14.4 Each Receiving Party shall keep Information belonging to affected by the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Exclusive Technical Service Agreement (The9 LTD)

Obligation of Confidentiality. 14.1 During Each party (the Term, and for [***] thereafter, each of the Parties "Receiving Party") acknowledges that in connection with this Agreement such party will keep confidential and not disclose or use any of the gain access to Confidential Information of the other Party except in party (the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other "Disclosing Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information"). Notwithstanding the foregoingAs a condition to being furnished with Confidential Information, the provisions of this Article 14 shall not apply to any information that can be shown by Receiving Party agrees, during the Receiving PartyTerm and for five (5) years thereafter, to: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from not use the Disclosing Party without breaching any provision of Party's Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third PartyAgreement; (b) To be not use any of the Disclosing Party's Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to have become available obtain any competitive benefit with respect to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties;Disclosing Party; and (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of maintain the Disclosing Party’s 's Confidential Information by the Receiving Partyin strict confidence and, the Receiving Party willsubject to Section 21.2 below, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to not disclose the Disclosing Party's Confidential Information without the Disclosing Party's prior written consent, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a the Receiving Party may retain one (1) copy of any disclose the Confidential Information in an appropriately secure location solely for use by to its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains Representatives who: (i) Information have a "need to know" for purposes of the reviewing Receiving Party's performance, or exercise of its rights with respect to such Confidential Information, under this Agreement; (ii) information that if published would have an adverse effect on a patent application covering the subject matter been apprised of this Agreementrestriction; and (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Section 21.1, and provided, further, that the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Receiving Party shall be free to proceed with the publication or presentationresponsible for ensuring its Representatives' compliance with, and shall be liable for any breach by its Representatives, of this Section 21. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing The Receiving Party shall edit such publication to prevent use reasonable care, at least as protective as the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely efforts it uses with respect to publications or presentations its own confidential information, to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, safeguard the relevant Party shall be entitled to Disclosing Party's Confidential Information from use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except than as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releasepermitted hereby.

Appears in 1 contract

Samples: Master Product Development Agreement (NXT-Id, Inc.)

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s shall permanently hold, ----------------------------- and cause their respective personnel to hold, Confidential Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information)strict confidence. Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each The receiving Party may disclose the other Party’s Confidential Information hereunder solely that is required to be disclosed by governmental agencies, regulatory authorities, or pursuant to court order only to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; required by law and only provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving receiving Party will, except where impracticable, give provides reasonable advance prior notice to the Disclosing disclosing Party of such disclosure requirement (so the disclosure; provided however, that the Disclosing either Party may seek a protective order and/or other appropriate remedy or waive compliance with disclose the confidentiality provisions terms of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information Agreement if required to be disclosed). 14.4 Each Receiving disclosed by the Securities and Exchange Commission; provided further that such Party shall keep Information belonging to make and consult the Disclosing other Party in appropriately secure locationsits preparation of a confidential treatment request with respect to such terms of this Agreement as the other Party may reasonably request and use commercially reasonable efforts to obtain such confidential treatment. Upon expiration or termination of Except as specifically permitted by this Agreement, any and all Information possessed in tangible form by a Receiving Partyneither Party shall duplicate or use, or its Affiliatespermit the duplication or use of, Confidential Information or its disclose or permit the disclosure of Confidential Information to any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used person or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publicationentity. Each Party also recognizes shall limit the mutual interest in obtaining valid patent protection duplication and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results use of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver Confidential Information to the other Party a copy performance of the proposed written publication its obligations under this Agreement and shall limit access to and possession of Confidential Information only to those of its personnel whose responsibilities under this Agreement reasonably require such access or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentationpossession. The reviewing Each Party shall notify the other Party within fifteen (15) days advise all such persons before they receive access to or possession of receipt of such proposed publication whether such draft publication contains (i) Confidential Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering confidential nature of the subject matter of this Agreement, the reviewing Party shall have the right Confidential Information and require them to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with abide by the terms of this Agreement. Upon expiration Any duplication, use, disclosure, or other act or omission by any person that obtains access to or possession of such thirty (30) days, Confidential Information through the publishing receiving Party that would be a breach of this Agreement if committed by the receiving Party is deemed a breach of this Agreement by the receiving Party for which the receiving Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Productresponsible. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Strategic Alliance Agreement (Global Sports Inc)

Obligation of Confidentiality. 14.1 During Each party (the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the "Recipient") acknowledges that in connection with this Agreement such party may gain access to Confidential Information of the other Party except party (the "Disclosing Party"). As a condition to being furnished with Confidential Information, the Recipient agrees, during the Term and for five (5) years thereafter. Confidential Information excludes such information required to be disclosed pursuant to federal or state securities rules and regulations, including but not limited to, disclosure of the Company in their filings with the performance of Securities and Exchange Commission: to not use the Disclosing Party's Confidential Information other than in connection with performing its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree Agreement and shall make no use of confidentiality as it keeps its own confidential information (but any such Confidential Information, directly or indirectly, in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior manner to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use detriment of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access in order to Information, shall consider and hold obtain any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely competitive benefit with respect to the extent such disclosure is reasonably necessary Disclosing Party; and maintain the Disclosing Party's Confidential Information in connection with complying with applicable laws; provided that in the event of confidence and, subject to Section 10.2 below, not disclose any such disclosure of the Disclosing Party’s Confidential Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to without the Disclosing Party, shall, upon 's prior written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigatorsconsent; provided, however, that a Party Recipient may retain one disclose the Disclosing Party's Confidential Information to its officers, employees, consultants and legal advisors (1"Representatives") copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains who: (i) Information have a "need to know" for purposes of the reviewing PartyRecipient's performance under this Agreement, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter been apprised of this Agreementrestriction; and (iii) are themselves bound by nondisclosure restrictions at least as restrictive as those set forth in this Section 0. The Recipient shall be responsible for ensuring its Representatives' compliance with, the reviewing and shall be liable for any breach by its Representatives, of this Section 10. The Receiving Party shall have employ the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely same efforts it uses with respect to publications or presentations its own confidential information to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, safeguard the relevant Party shall be entitled to Disclosing Party's Confidential Information from use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the anyone other Party, except than as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releasepermitted hereby.

Appears in 1 contract

Samples: Website Content License Agreement (Empirical Ventures, Inc.)

Obligation of Confidentiality. 14.1 During If an applicable Non-Disclosure Agreement (NDA) exists, then the Term, and for [***] thereafter, each terms of the applicable NDA establish the responsibilities of the parties and control in the event there are inconsistencies with language in this section. The language below reflects typical university practice and applies if there is not a separate Confidentiality Agreement. The Parties will keep confidential and hold all Confidential Information in confidence; will not disclose or any Confidential Information to any Third Party; and will use any the Confidential Information solely for the Research Project. The Parties will only disclose such Confidential Information to individuals within Receiving Party’s organization that are directly involved with the Research Project on a need-to-know basis and who are under an obligation of confidentiality similar to the one herein. Further, Company may disclose Confidential Information to Affiliates who are under an obligation of confidentiality similar to the other Party except in the performance of its obligations and exercise of its rights under this Agreementone herein. Each Party will treat receiving a disclosure of Confidential Information from the other Party’s , will exercise due care to prevent its unauthorized disclosure. Unless otherwise specified, Confidential Information with the same degree of confidentiality as it keeps its own confidential will not include information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Partythat: (a) To have been a. is or becomes generally known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission without breach of this Agreement; b. is known to the Receiving Party in breach at the time of this Agreement or any other agreement between disclosure, as shown by the Partiesprior written records of the receiving Party; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently c. is developed by the Receiving Party without use independently of knowledge or information obtained from the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 disclosing Party; is disclosed to the Receiving Party shall ensure that its Affiliates, directors in good faith by a Third Party who has an independent right to such materials or employees, who have access to Information, shall consider and hold any of information; is released by the Information as herein contemplated. 14.3 Each Receiving Party may disclose with the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure prior written approval of the Disclosing Party’s Information ; or f. is required to be disclosed by the Receiving Party, law or regulation; provided that the Receiving Party will, except where impracticable, give reasonable advance notice to will immediately inform the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance and cooperate with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to at the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Disclosing Party’s interest expense, in publishing the results of its scientific research in order interposing an objection to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed requirement in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product4.4 below. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Sponsored Research Agreement

Obligation of Confidentiality. 14.1 During Each party (the Term“receiving party”) shall use reasonable care and discretion, and for [***] thereaftercommensurate with that degree of care they use to protect similar information of their own, each to avoid disclosure, publication or dissemination of the Parties will keep confidential and not disclose or use any of the Confidential Information of the other Party except in party (the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a“disclosing party”) To have been known to or in the possession outside of the Receiving Party prior employees, officers and consultants of the receiving party and its Affiliates. In addition, each party shall treat, and cause its Affiliates to the date treat, this Agreement and its terms as Confidential Information of its actual receipt from the Disclosing Party without breaching any provision of both parties, and neither party shall disclose this Agreement or any other agreement between the Parties or of its terms to any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission third party without prior written consent of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigatorsparty; provided, however, that a Party (i) each party may retain one disclose the existence of this Agreement and, under obligations of confidentiality at least as stringent as those contained herein, the Licensed Patents, Field of Use, Licensed or Licensed Products and license rights granted under this Agreement, to third parties claiming rights under the Licensed Patents through this Agreement, or by reason of their obtaining Licensed or Licensed Products through Licensee or its Affiliates under this Agreement; and (1ii) copy Licensors may announce this Agreement on their website and add Licensee to the list of current patent licensees at xxxx://xxxxxxxx.xxx. Subject to the foregoing sentence, to the extent any Information information was shared prior to the execution of this Agreement pursuant to the separately executed non-disclosure agreement between the parties dated effective July 20, 2020 (the “Prior NDA”), the restrictions of said Prior NDA shall apply in an appropriately secure location solely for use addition to, or in lieu of, the requirements of this Article 5. Any prior non-disclosure or confidentiality agreements between the parties hereto, including the Prior NDA, are superseded by its legal department Section 5 of this Agreement with respect to ensure compliance with any information shared on or after the confidentiality provisions Effective Date of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Wireless Network Patent License Agreement (Telkonet Inc)

Obligation of Confidentiality. 14.1 During Except as otherwise provided in the TermContract, each Party agrees that all information disclosed under or pursuant to this Agreement, except information in the public domain or lawfully in possession of a Party prior to the Execution Date (which such information not to include information previously disclosed under the Confidentiality Agreement), shall be considered confidential and shall not be disclosed to any other person or entity without the prior written consent of the Party which owns such confidential information. This obligation of confidentiality shall remain in force during the term of the Contract and the Joint Operating Agreement and for [***] a period of two (2) years thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, confidential information may be disclosed without consent and without violating the obligations contained in this Article 10 in the following circumstances: (a) to an Affiliate provided the Affiliate is bound to the provisions of this Article 14 shall not apply to any information that can be shown by 10 and the Receiving Party: (a) To have been known to or in Party disclosing is responsible for the possession violation of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Partyan Affiliate; (b) To be or to have become available to a Governmental Entity when required by the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the PartiesContract; (c) To have been disclosed to the Receiving extent such information is required to be furnished by or in compliance with applicable Laws, or pursuant to any legal proceedings or because of any order of any court binding upon a Party; (d) to attorneys engaged, or proposed to be engaged, by any Party where disclosure of such information is essential to such attorney’s work for such Party, other than under and such attorneys are bound by an obligation of confidentiality; (e) to contractors and consultants engaged, or proposed to be engaged, by any Party where disclosure of such information is essential to such contractor’s or consultant’s work for such Party; (f) to a Third Party that had no obligation bona fide prospective transferee of a Party’s Participating Interest, or portion thereof) or a Party’s rights and obligations under this Agreement, to the Disclosing extent appropriate in order to allow the assessment of such Participating Interest or rights and obligations (including an entity with whom a Party not to disclose such information to others; orand/or its Affiliates are conducting bona fide negotiations directed toward a merger, consolidation or the sale of a majority of its or an Affiliate’s shares); (dg) To have been subsequently independently developed by to a bank or other financial institution to the Receiving extent appropriate to a Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records.arranging for funding; 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely (h) to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event information must be disclosed pursuant to any rules or requirements of any government or stock exchange having jurisdiction over such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a such Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance shall comply with the confidentiality provisions requirements of this Agreement.Section 10.2; 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information to its respective employees, subject to each Party taking sufficient precautions to ensure such information is kept confidential; (j) to the extent any information which, through no fault of a Party, becomes a part of the reviewing Party, or public domain; and (iik) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications Government and any other Governmental Entities solely to the publication or presentation extent required to prevent disclosure of material trade secret or proprietary business informationsatisfy the conditions pursuant to Section 2.1. Disclosure pursuant to Sections 10.1 (e), the publishing Party (f), (g) and (i) shall edit such publication to prevent the disclosure of such information not be made unless prior to submission of such disclosure the publication or presentation. After disclosing Party has obtained a written undertaking from the termination or expiration of this Agreement, recipient party to keep the Parties shall continue to be obligated to adhere to information strictly confidential for at least as long as the guidelines period set out in Article 14.4 above and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained for the sole purpose described in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG Sections 10.1 (e), (f), (g) and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14(i). 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Farmout Agreement (Hyperdynamics Corp)

Obligation of Confidentiality. 14.1 During the TermTerm of this Agreement, and for [***] thereafter, each of the Parties will keep confidential confidential, and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or and / or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG DAEWOOONG and AEON EVOLUS each acknowledge the other Party’s 's interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the . The reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG XXXXXXXX and AEON XXXXXX established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG XXXXXXXX and AEON XXXXXX shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: License & Supply Agreement (Evolus, Inc.)

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Obligation of Confidentiality. 14.1 During the Term, Seller and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information Kadant ----------------------------- acknowledge that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying their association with applicable laws; provided that in the event business of any such disclosure Seller, they have confidential information pertaining to the business of Seller and the Disclosing Party’s Information by the Receiving PartyAssets (collectively, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed"Confidential Information"). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination In consideration of this Agreement, Seller and Kadant covenant and agree jointly and severally that: (i) neither they nor their Affiliates (as that term is defined in Section 6(p)) will disclose, directly or indirectly, to any person or entity any Confidential Information, except to Buyer and its attorneys, accountants or other representatives, as may be necessary or appropriate in (A) the ordinary course of performing duties for Seller or Buyer, or (B) otherwise with the express prior written consent of Buyer and (ii) they and their Affiliates will deliver to Buyer promptly at any time that Buyer may so request, all memoranda, notes, records (including electronic data records), reports and other documents (and all copies thereof) relating to the Confidential Information possessed in tangible form which they may then possess or have within their control. Confidential Information does not include (w) information which has been or later becomes generally available to the public, (x) information which is received by Seller or Kadant from a Receiving Partythird party not known to owe an obligation of confidentiality to Buyer or an Affiliate of Buyer, (y) such information which has been or is later disclosed by Buyer or its AffiliatesAffiliates to an unrelated third party on a non-confidential basis and (z) information which Seller or Kadant are obliged by applicable law, subpoena, court or its or any of their directors, officers, employees, agents, consultantsother legal proceeding to disclose, and clinical investigators and belonging then only with as much prior written notice to the Disclosing Party, shall, upon written request, be destroyed Buyer as is practical under the circumstances and only to the extent practicable and to which such party's counsel advises is legally required. Information does not used lose its confidential status merely because it was known by other persons or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, entities. Buyer acknowledges that a Party Kadant may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department be < 18 > required to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any disclose certain information about Product, or the results of any program to discover or develop any of the above, it shall deliver Business in its reports to the other Party Securities and Exchange Commission and such disclosure shall not be deemed to be a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter violation of this Agreement, the reviewing Party but Kadant shall have the right to (a) propose modifications provide as much prior written notice to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If Buyer as is reasonably practical under the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in circumstances and such information to may be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except only to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement to which Kadant's counsel or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releaseaccountants advise is legally required.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kadant Inc)

Obligation of Confidentiality. 14.1 During No Party or its Affiliates will disclose (i) the Term, and for [***] thereafter, each terms of this Agreement; (ii) the content of the Parties will keep confidential Parties’ discussions and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under negotiations regarding this Agreement. Each Party will treat ; or (iii) any documents or correspondence exchanged between the other Party’s Information Parties in connection with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of their discussions or negotiations regarding this Article 14 shall not apply to any information that can be shown by the Receiving PartyAgreement except: (a) To have been known to or in with the possession prior written consent of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third PartyParties; (b) To be or if required to have become available to the public other than through any act or omission of the Receiving Party in breach of enforce such Party’s rights under this Agreement or any other agreement between the PartiesAgreement; (c) To have been disclosed to the Receiving such Party’s accountants, legal counsel, tax advisors and other financial or legal advisors, in each case who are bound by written confidentiality and non-use provisions no less restrictive than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; orthose contained in this Section 8.1; (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider any governmental body having jurisdiction and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent specifically requiring such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigatorsdisclosure; provided, however, that a prior to any such disclosure pursuant to this Section 8.1(d) the Party seeking disclosure will promptly notify the other Parties, and seek and consider in good faith the other Parties’ input regarding whether there may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality be provisions of this Agreement.Agreement with respect to which the disclosing Party might seek confidential treatment; 14.5 DAEWOONG (e) in response to a valid subpoena or as otherwise may be required by law; provided, however, that prior to any such disclosure pursuant to this Section 8.1(e), the Party seeking disclosure will promptly notify the other Parties, and AEON each acknowledge take all reasonable actions to minimize the nature and extent of such disclosure, and to make such disclosure subject to protective order under an “Outside Attorneys Eyes Only” or higher confidentiality designation; (f) as required during the course of litigation and subject to the extent applicable to a protective order; provided however, that any production under a protective order would be protected under an “Outside Attorneys Eyes Only” or higher confidentiality designation; (g) for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws or regulations, provided, however, that prior to any such disclosure pursuant to this Section 8.1(g) the Party seeking disclosure will promptly notify the other Party, and seek and consider in good faith the other Party’s interest in publishing the results input regarding maintaining confidentiality of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time certain terms of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or ; or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications either BD or presentations Angio, to any third party containing information about Product. 14.6 Once approval for a publication its existing and prospective investors, existing and prospective Affiliates and prospective acquirers and strategic partners (in each case together with their respective legal counsel, tax advisors and other financial or presentation has been grantedlegal advisors), the relevant Party shall be entitled to in each case who are bound by written confidentiality and non-use the specific information provisions no less restrictive than those contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.Section 9.1

Appears in 1 contract

Samples: Settlement and License Agreement (Angiodynamics Inc)

Obligation of Confidentiality. 14.1 During Each party (the Term“receiving party”) shall use reasonable care and discretion, and for [***] thereaftercommensurate with that degree of care they use to protect similar information of their own, each to avoid disclosure, publication or dissemination of the Parties will keep confidential and not disclose or use any of the Confidential Information of the other Party except in party (the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a“disclosing party”) To have been known to or in the possession outside of the Receiving Party prior employees, officers and consultants of the receiving party and its Affiliates. In addition, each party shall treat, and cause its Affiliates to the date treat, this Agreement and its terms as Confidential Information of its actual receipt from the Disclosing Party without breaching any provision of both parties, and neither party shall disclose this Agreement or any other agreement between the Parties or of its terms to any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission third party without prior written consent of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigatorsparty; provided, however, that a Party (i) each party may retain one disclose the existence of this Agreement and, under obligations of confidentiality at least as stringent as those contained herein, the Licensed Patents, Field of Use, Licensed or Licensed Products and license rights granted under this Agreement, to third parties claiming rights under the Licensed Patents through this Agreement, or by reason of their obtaining Licensed or Licensed Products through Licensee or its Affiliates under this Agreement; and (1ii) copy Licensors may announce this Agreement on their website and add Licensee to the list of current patent licensees at xxxx://xxxxxxxx.xxx. Subject to the foregoing sentence, to the extent any Information information was shared prior to the execution of this Agreement pursuant to the separately executed non-disclosure agreement between the parties dated effective July 20, 2020 (the “Prior NDA”), the restrictions of said Prior NDA shall apply in an appropriately secure location solely for use addition to, or in lieu of, the requirements of this Article 5. Any prior nondisclosure or confidentiality agreements between the parties hereto, including the Prior NDA, are superseded by its legal department Section 5 of this Agreement with respect to ensure compliance with any information shared on or after the confidentiality provisions Effective Date of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Wireless Network Patent License Agreement (Telkonet Inc)

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each 2.1 In consideration of the Parties will keep confidential disclosure and not disclose or use any release of the Confidential Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party willhereby agrees to hold and keep secret and in confidence any and all such Confidential Information. 2.2 The Receiving Party shall not, and shall procure its Representatives not to, make use of the Confidential Information or any part thereof except where impracticablefor and solely for the Purpose. 2.3 The Receiving Party shall protect the Confidential Information by observing complete confidentiality with regard thereto and ensure the security and control of any Confidential Information which is in written or other tangible form by physically restricting the location and use of such Confidential Information to areas of restricted access. Without prejudice to the foregoing, give the Receiving Party shall use the same degree of care but no less than a reasonable advance notice degree of care as it would use to prevent the unauthorised use, dissemination and republication of the Confidential Information as the Receiving Party uses to protect its own confidential information. 2.4 The Receiving Party shall ensure that only such of its Representatives whose duties require them to possess the Confidential Information shall have access to the Confidential Information provided always that such access shall strictly be to the extent and on a “need-to-know” basis only. Each of such Representatives shall be informed of the contents of this Agreement by the Receiving Party and it shall be the responsibility of the Receiving Party to ensure compliance of the contents of this Agreement by each Representative and to restrain such Representatives from any prohibited or unauthorised disclosure or use of the Confidential Information. In any event, any default or breach by a Representative of any term of this Agreement shall be deemed a default or breach by the Receiving Party. 2.5 The Receiving Party shall maintain a list of individuals or entities to whom any Confidential Information is disclosed and make such list available to the Disclosing Party of such disclosure requirement (so that upon request by the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed)Party. 14.4 Each 2.6 The Receiving Party shall keep ensure that no part of the Confidential Information belonging will be copied or reproduced in any form whatsoever by the Receiving Party or its Representatives or any other third party without the express written permission of the Disclosing Party, except for such copies and to such extent as may be necessary for the accomplishment of the Purpose. 2.7 The Receiving Party agrees that it shall, whenever requested by the Disclosing Party in appropriately secure locations. Upon expiration writing, return or termination of this Agreementprocure that it is returned to Disclosing Party or destroyed, any and immediately all Information possessed matters in tangible form by a Receiving Party, or its Affiliates, or its which constitutes the Confidential Information or any part of their directors, officers, employees, agents, consultants, it and clinical investigators and belonging all copies thereof whether supplied to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed reproduced by the Receiving Party, Party or its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, Representatives. Provided always that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Receiving Party shall be entitled to use retain copies for its record purposes. 2.8 The Receiving Party for itself and on behalf of all other companies controlled by it (“Affiliates”), and on behalf of the specific information contained directors and employees of itself and of its Affiliates, shall not and shall procure that each of its Affiliates and each of its Representatives shall not at all times (except with the prior written consent of the Disclosing Party) in such publication relation to the business of the Disclosing Party’s group of companies (“Business”) directly or presentation after indirectly, for a period of 12 months from the date of its publication this Agreement :- (a) engage or presentation without seeking further approval. General comments made by a Party relating otherwise compete with the Disclosing Party’s group of companies in relation to the relationship between DAEWOONG and AEON established by this AgreementBusiness; or (b) own, includingmanage, for exampleoperate, general comments made finance, join, control or participate in response to inquiries at professional meetings and other similar circumstancesthe ownership, are not intended management, operation, financing or control of, or be connected as a investor, shareholder, principal, agent, affiliate, representative, consultant or otherwise with, or use or permit its name or any deviations thereof to be restricted used in connection with the Business provided always that the Receiving Party may act for the Disclosing Party’s group of companies as a lead manager, underwriter and placement agent for the listing of shares on an exchange; or (c) induce, employ, solicit or entice away or attempt to induce, employ, solicit or entice away from the Disclosing Party’s group of companies any person who is an employee of the Disclosing Party’s group of companies whether or not such person would commit a breach of contract by reason of leaving such employment; or (d) attempt to influence in any manner any employee of the provisions Disclosing Party’s group of this Article 14 provided companies to compete with the Business or to terminate such information employment with the Disclosing Party’s group of companies; or (e) either on its own account or in conjunction with or on behalf of any other person, solicit or entice away or attempt to solicit or entice away from the Disclosing Party’s group of companies any person that is or has been disclosed to the public previously a customer, client, identified prospective customer or cleared for such disclosure by the other Party. For the avoidance of doubtclient, neither Party shall be entitled to publish Information agent or correspondent of the other Disclosing Party’s group of companies or in violation the habit of Article 14.dealing with the Disclosing Party’s group of companies at any time; or 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating (f) influence or attempt to this Agreement and the transactions contemplated herein. Except influence such customer to the extent already disclosed in that initial press release, no disclosure divert their patronage with respect of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the Business to any other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releaseperson.

Appears in 1 contract

Samples: Non Disclosure Agreement

Obligation of Confidentiality. 14.1 During 3.1. Upon receiving Confidential Information, the TermReceiving Party shall keep in confidence and not disclose to any person or entity, not bound by this Agreement, any Confidential Information, except as otherwise provided by the terms and for [***] thereafterconditions of this Agreement. 3.2. The Receiving Party will make Confidential Information available only to those of its employees or agents having a "need to know" in order to carry out the purposes of this Agreement. Further, the Receiving Party shall not otherwise use or disclose such Confidential Information except with the prior written approval of the Disclosing Party. 3.3. The Receiving Party hereby agrees to bind each of its employees or agents participating in the activity which is the purpose of this Agreement that they are obligatedto protect Confidential Informationas prescribedin this Agreement. 3.4. The obligations and responsibilities of the Parties will keep confidential hereto shall survive and not disclose or use any of continue in full force and effect beyond the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision termination of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To shall be or to have become available subject to the public other than through any act or omission of the Receiving Party term specified in breach Article 5 of this Agreement or any other agreement between the Parties;Agreement. (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation 3.5. All written Confidential Information shall be returned to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed or destroyed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of at the Disclosing Party’s Information by option, when requested after the expiration of the Agreement or when the Receiving Party's need for such information for the purpose of this Agreement has ended, whichever is earlier. In the event of destruction, the Receiving Party willshall certify in writing to the Disclosing Party, except where impracticablewithin thirty (30) days, give reasonable advance notice that such destruction has been accomplished. The Receiving Party shall make no further use of such Confidential Information. 3.6. The disclosure of Confidential Information hereunder shall not be construed as granting either a license under any patent or patent application or any right of ownership in said Confidential Information, nor shall disclosure constitute any such representation, warranty, assurance, guarantee or inducement by either Party with respect of infringement of patents or other rights of third Parties. 3.7. The obligation of confidentiality does not apply if the Receiving Party is ordered by a court of law or a governmental authority to disclose any Confidential Information, provided, if possible, the Receiving Party notifies the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed)as soon as practicable. 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Non Disclosure Agreement

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known Recipient shall initially disclose Proprietary Information only to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their those directors, officers, employees, agents, consultantsattorneys, accountants, advisors, affiliates, and clinical investigators and belonging other representatives (collectively, the "Representatives") set forth on Schedule A hereto, which may be amended by the parties from time to time in writing upon mutual agreement. Nothing in this Section 4 shall supercede the additional obligations with respect to the disclosure of Proprietary Information to Representatives set forth in Section 3 hereof. At such time as Disclosing Party shall agree in a writing which specifically references this Agreement. Recipient may issue a press release, in a form specifically approved by Disclosing Party, regarding such portions of the Proprietary Information specified in such writing. (b) All Proprietary Information (including all copies thereof) shall remain the exclusive property of the Disclosing Party, shall, upon written request, and shall be destroyed returned to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Disclosing Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time earlier of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of written demand therefor sent by the reviewing Party, Disclosing Party to the Recipient; or (ii) information after Recipient's need for it, consistent with the performance, or termination of discussions regarding, of the potential transaction between the parties, has expired. (c) Recipient hereby acknowledges that if published would have an adverse effect on all Proprietary Information is considered confidential by, and is considered exclusively proprietary Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. to and a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, valuable trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Disclosing Party, and no derives independent economic value, actual or potential, to the Disclosing Party from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. As between Recipient and the Disclosing Party, all proprietary rights (including but not limited to copyrights and trade secrets) in and to the Proprietary Information shall use remain the name, trademark, trade name or logo property of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Disclosing Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dti Holdings Inc)

Obligation of Confidentiality. 14.1 During 10.1 All Confidential Information disclosed by a party ("Disclosing Party") shall be treated by the Term, and for [***] thereafter, each of the Parties will keep other party ("Receiving Party") as confidential and shall not disclose be disclosed or use revealed to any of the Information of the other Party except third party and shall be used solely in connection with the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Confidential Information shall not include information that the Receiving Party may retain one can document as having been: (1) copy public knowledge prior to the disclosure, or which hereafter becomes public knowledge through no fault of any Information the Receiving Party; (2) lawfully in an appropriately secure location solely for use by its legal department the Receiving Party's possession prior to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of disclosure by Receiving Party; (3) received, after the proposed publication. Each time of disclosure, from a third party not under a similar obligation of confidentiality to Disclosing Party; or (4) independently developed by Receiving Party's employees without access to Disclosing Party's Confidential Information. 10.2 The Receiving Party also recognizes shall take all such precautions as it normally takes with its own Confidential Information, but in no event less than reasonable precautions, to prevent improper disclosure; provided, however, that Confidential Information may be disclosed within the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequentlylimits required (A) to obtain any authorization from the FDA or any other United States or foreign governmental or regulatory agency or, except for disclosures permitted with the prior written consent of the Disclosing Party; (B) to be disclosed pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information any order of the reviewing Party, any court having jurisdiction and power to order such information to be released or made public; or (ii) information any lawful action of a governmental or regulatory agency. 10.3 In addition to and without limiting any other remedies available to a Receiving Party at law or in equity, the Receiving Party shall also be entitled to seek immediate injunctive relief in any court to restrain any breach or threatened breach of a Receiving Party and to enforce the provisions of this Section 10. Each party acknowledges and agrees that if published would have there is may be no adequate remedy at law or in equity for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, the Receiving Party shall not use as a defense thereto that there is an adverse effect adequate remedy at law. 10.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party's employees, consultants, licensees, prospective licensees and subcontractors on a patent application covering need-to-know basis; provided, however, that (i) any such disclosure shall be pursuant to confidentiality undertakings with terms at least as restrictive as those specified herein; and (ii) any violation of this Agreement by such persons shall be deemed a breach of the subject matter Receiving Party. Any of the persons mentioned above who are provided with access to Confidential Information shall be informed by the Receiving Party of the Receiving Party's obligations hereunder. 10.5 The confidentiality obligations of each party under this Section 10 shall survive the expiration or earlier termination of this Agreement, howsoever terminated. 10.6 The parties shall cooperate and agree upon any public statement concerning the reviewing Party shall have the right to (a) propose modifications to the publication existence, subject matter or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms any term of this Agreement. Upon expiration Agreement by or on behalf of such thirty (30) days, the publishing any Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication any issuance, dissemination or presentationrelease. After the termination or expiration of this Agreement, the Parties shall continue Subject to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubtSection 10.2, neither Party shall be entitled to publish Information party may issue, disseminate or release any such public statement without the prior written approval of the other in violation of Article 14parties, which consent shall not be unreasonably withheld or delayed. 14.7 DAEWOONG 10.7 The confidentiality obligations contained in this Article 10 are in addition to and AEON shall agree upon not in substitution for any confidentiality obligations of the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except parties undertaken pursuant to the extent already disclosed Non-Disclosure Agreement between ELITE and PLIVA dated June 22, 2004 (which agreement shall continue in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, full force and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except effect as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releasetherein provided).

Appears in 1 contract

Samples: Product Development and License Agreement (Elite Pharmaceuticals Inc /De/)

Obligation of Confidentiality. 14.1 During Subject to Clause 15.2 (Permitted Disclosure), the Term, Parties shall at all times during the continuance of this Agreement and for [***] thereafter, each a period of three (3) years following its termination keep all Confidential Information confidential to the Parties will keep confidential Party receiving it and shall not disclose or use such Confidential Information to any of the Information of the other Party Person, except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, that the provisions of this Article 14 Clause 15.1 (Obligation of Confidentiality) shall not apply to any information that can be shown by the Receiving Partyto: 15.1.1 information which at the time of disclosure was in the public domain other than by breach of this Clause 15 (a) To have been Confidentiality); 15.1.2 information acquired from a third party who, to the knowledge of the relevant Party, is not in breach of any obligation of confidentiality in disclosing it; 15.1.3 information already known to or in the possession of the Receiving Party prior to (as evidenced by written records at the date of its actual receipt the disclosure), provided that such information was not obtained directly or indirectly from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Partyto which it relates; (b) To be 15.1.4 information disclosed by or with the prior written consent of the Party to have become available which it relates or which such Party approved in writing for release to the public other than through any act or omission recipient; 15.1.5 information disclosed with the prior written consent of the Receiving Party in breach of this Agreement or any other agreement between all the Parties; (c) To have been 15.1.6 information disclosed to the Receiving Partyextent required by any Applicable Law or by the requirements of a recognized stock exchange on which securities of the Party making disclosure or any of its Affiliates are, or are proposed to be, quoted or pursuant to an order of any court of competent jurisdiction provided the Party disclosing such information notifies the other than under an obligation Party of confidentiality, by a Third the required disclosure as soon as reasonably practicable after the Party that had no obligation to the Disclosing Party not required to disclose the information becomes aware of such information to othersrequirement; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or 15.1.7 information disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party enable a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information determination to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty made under Clause 21 (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about ProductDisputes). 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Exclusive Supply Agreement (Sterling Chemicals Energy Inc)

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each of the Parties will keep confidential and not disclose or use any of the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in From the possession of the Receiving Party prior Effective Date to the date of its actual receipt Closing Date, any non-public information that Buyer may obtain from the Disclosing Party without breaching any provision of Seller in connection with this Agreement or shall be deemed confidential, and Buyer shall not disclose any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or any third party (d) To have been subsequently independently developed by other than its directors, officers and employees, and representatives of its advisers and lenders whose knowledge thereof is necessary in order to facilitate the Receiving Party without use consummation of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that transactions contemplated hereby) or its Affiliatesinsurers, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Partyif applicable, or its Affiliates, or its or use such information for any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigatorscommercial purpose; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information Buyer may use and disclose any such information once it has been publicly disclosed (other than by Buyer in breach of its obligations under this Section) or which rightfully has come into the reviewing Party, or possession of Buyer (other than from Seller); (ii) Buyer may disclose such information that if published would have an adverse effect on a patent application covering to its officers, directors, agents, employees, advisers and lenders as necessary in connection with the subject matter of transactions contemplated in this Agreement; and (iii) to the extent that Buyer is required under Legal Requirements to disclose any of such information, the reviewing Party Buyer may disclose such information if it shall have used commercially reasonable efforts, and shall have afforded Seller the right opportunity, to (a) propose modifications obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or be disclosed. (b) request a reasonable delay Any non-public information in publication the possession of Seller or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely its Affiliates with respect to publications or presentations the Licenses and the Project shall be deemed confidential, and, subject to Section 9.2 below, following Closing, Seller shall not, and shall cause their respective Affiliates not to, disclose any such information to any third party containing or use such information about Product. 14.6 Once approval for a publication or presentation any commercial purpose; provided, however, that (i) such Persons may use and disclose any such information once it has been granted, publicly disclosed (other than by Seller or its Affiliates in breach of their obligations under this Section) or which rightfully (and without confidentiality obligations) has come into the relevant Party shall be entitled to use the specific information contained in such publication possession of Seller or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG Affiliates (other than from Buyer); and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except (ii) to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement Seller or its terms Affiliates are required under Legal Requirements to disclose any of such information, Seller or its Affiliates may be made by either Partydisclose such information if they shall have used commercially reasonable efforts, and no Party shall use have afforded Buyer the nameopportunity, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulationsobtain an appropriate protective order, or judicial order. The Party desiring other satisfactory assurance of confidential treatment, for the information compelled to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releasebe disclosed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (District Metals Corp.)

Obligation of Confidentiality. 14.1 During 10.1 All Confidential Information disclosed by a party ("Disclosing Party") shall be treated by the Term, and for [***] thereafter, each of the Parties will keep other party ("Receiving Party") as confidential and shall not disclose be disclosed or use revealed to any of the Information of the other Party except third party and shall be used solely in connection with the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Confidential Information shall not include information that the Receiving Party may retain one can document as having been: (1) copy public knowledge prior to the disclosure, or which hereafter becomes public knowledge through no fault of any Information the Receiving Party; (2) lawfully in an appropriately secure location solely for use by its legal department the Receiving Party's possession prior to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of disclosure by Receiving Party; (3) received, after the proposed publication. Each time of disclosure, from a third party not under a similar obligation of confidentiality to Disclosing Party; or (4) independently developed by Receiving Party's employees without access to Disclosing Party's Confidential Information. 10.2 The Receiving Party also recognizes shall take all such precautions as it normally takes with its own Confidential Information, but in no event less than reasonable precautions, to prevent improper disclosure; provided, however, that Confidential Information may be disclosed within the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequentlylimits required (A) to obtain any authorization from the FDA or any other United States or foreign governmental or regulatory agency or, except for disclosures permitted with the prior written consent of the Disclosing Party; (B) to be disclosed pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information any order of the reviewing Party, any court having jurisdiction and power to order such information to be released or made public; or (ii) information any lawful action of a governmental or regulatory agency. 10.3 In addition to and without limiting any other remedies available to a Receiving Party at law or in equity, the Receiving Party shall also be entitled to seek immediate injunctive relief in any court to restrain any breach or threatened breach of a Receiving Party and to enforce the provisions of this Section 10. Each party acknowledges and agrees that if published would have there is may be no adequate remedy at law or in equity for any such breach or threatened breach and, in the event that any proceeding is brought seeking injunctive relief, the Receiving Party shall not use as a defense thereto that there is an adverse effect adequate remedy at law. 10.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party's employees, consultants, licensees, prospective licensees and subcontractors on a patent application covering need-to-know basis; provided, however, that (i) any such disclosure shall be pursuant to confidentiality undertakings with terms at least as restrictive as those specified herein; and (ii) any violation of this Agreement by such persons shall be deemed a breach of the subject matter Receiving Party. Any of the persons mentioned above who are provided with access to Confidential Information shall be informed by the Receiving Party of the Receiving Party's obligations hereunder. 10.5 The confidentiality obligations of each party under this Section 10 shall survive the expiration or earlier termination of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Producthowsoever terminated. 14.6 Once approval for a publication or presentation has been granted, the relevant Party 10.6 The parties shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG cooperate and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon any public statement concerning the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press releaseexistence, no disclosure of the subject matter or any term of this Agreement by or its terms may be made by either Party, and no on behalf of any Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcementany issuance, prior to public dissemination or release.. Subject to

Appears in 1 contract

Samples: Product Development and License Agreement (Elite Pharmaceuticals Inc /De/)

Obligation of Confidentiality. 14.1 6.1 During the Termterm of this Agreement, all Customer Information relating to Party A’s Business and for [***] thereafterthe Service provided by Party B, each as well as other relevant materials (hereinafter the “Customer Information”) shall be jointly owned by the Parties. 6.2 Regardless of whether this Agreement has terminated or not, the Parties shall keep in strict confidence all the trade secrets, proprietary information and customer information and all other information of a confidential nature about the other Parties known by them during the execution and performance of this Agreement (hereinafter collectively the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information or unless it is required to be disclosed to third parties according to the relevant laws and regulations or the requirement of the Parties will keep confidential and country on which any affiliate of a Party is listed, the Party receiving the Confidential Information shall not disclose to any third party any Confidential Information. The receiving Party shall not use or indirectly use any Confidential Information other than for the purpose of the Information of the other Party except in the performance of its obligations and exercise of its rights under performing this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential . 6.3 The following information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Partydeemed as Confidential Information: (a) To have any information that has been legally known to or in the possession of the Receiving by receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, before as evidenced by such Third Partywritten documents; (b) To be or to have become available any information entering the public domain not attributable to the public other than through any act or omission fault of the Receiving Party in breach of this Agreement or any other agreement between the Parties;receiving Party; or (c) To have been disclosed to any information lawfully acquired by the Receiving Party, receiving Party through other than under an obligation sources after its receipt of confidentiality, by a Third such information. 6.4 The receiving Party that had no obligation to may disclose the Disclosing Party not to disclose such Confidential information to others; or (d) To have been subsequently independently developed its relevant employees, agents or professionals retained by it. However, the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, the aforesaid personnel shall consider comply with the relevant terms and hold conditions of this Agreement and be responsible for any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary liability incurred in connection with complying with applicable laws; provided that in the event of any breach by such disclosure personnel of the Disclosing Party’s Information by the Receiving Partyrelevant terms and conditions hereof. 6.5 Notwithstanding any other provisions herein, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions effect of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to shall not be disclosed). 14.4 Each Receiving Party shall keep Information belonging to affected by the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Exclusive Technical Service Agreement (The9 LTD)

Obligation of Confidentiality. 14.1 During the Term, and for [***] thereafter, each 5.1. The Receiving Party hereby undertakes in favor of the Parties will keep confidential and not disclose or use any Disclosing Party, which undertaking is accepted, in order to protect the proprietary interest of the Disclosing Party in the Confidential Information, that – 5.1.1. the Receiving Party shall treat the Confidential Information of the other Disclosing Party as private and confidential, and shall safeguard it as it would its own; 5.1.2. the Receiving Party shall keep the Confidential Information in a secure environment, and shall not copy the Confidential Information except as may be reasonably necessary for the purposes of the discussions, investigations and/or negotiations contemplated in 3 above; 5.1.3. the performance Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 Employees or advisers nor shall not apply to any information that can they be shown given access thereto by the Receiving Party:, unless it is strictly necessary for the purposes of the discussions, investigations and/or negotiations contemplated in 3 above and the Receiving Party shall have procured that such Employee or adviser shall have agreed to be bound by all the terms of this Agreement, and, in such event, the Receiving Party hereby indemnifies the Disclosing Party against any loss, harm or damage which it may suffer as a result of the unauthorized disclosure of Confidential Information by a representative or adviser; (a) To have been known 5.1.4. neither the Receiving Party, nor its Employees or advisers shall disclose to any third party whatsoever, in any form or manner whatsoever, either directly or indirectly, any of the Confidential Information without the prior written consent of the Disclosing Party; and 5.1.5. the Receiving Party, its Employees and advisers shall not for their own benefit, or for the benefit of any third party whomsoever, use, disclose, exploit, copy, publish, reverse engineer, or permit the use of, or in any other manner whatsoever apply the Confidential Information of the Disclosing Party for any purpose whatsoever other than for the purpose of the discussions and/or negotiations contemplated in 3 above. 5.2. Any documentation, data or records relating to or in arising from the Confidential Information which comes into the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and as a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission result of the Receiving Party discussions, investigations and/or negotiations contemplated in breach 3 above – 5.2.1. shall be deemed to form part of this Agreement the Confidential Information; and 5.2.2. shall not be copied, reproduced, published or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed circulated by the Receiving Party without use of the Disclosing Party Information as demonstrated unless agreed to in writing by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Confidentiality Agreement

Obligation of Confidentiality. 14.1 During 3.1. Upon receiving Confidential Information, the TermReceiving Party shall keep in confidence and not disclose to any person or entity, not bound by this Agreement, any Confidential Information, except as otherwise provided by the terms and for [***] thereafterconditions of this Agreement. 3.2. The Receiving Party will make Confidential Information available only to those of its employees or agents having a "need to know" in order to carry out the purposes of this Agreement. Further, the Receiving Party shall not otherwise use or disclose such Confidential Information except with the prior written approval of the Disclosing Party. 3.3. The Receiving Party hereby agrees to bind each of its employees or agents participating in the activity which is the purpose of this Agreement that they are obligated to protect Confidential Information as prescribed in this Agreement. 3.4. The obligations and responsibilities of the Parties will keep confidential hereto shall survive and not disclose or use any of continue in full force and effect beyond the Information of the other Party except in the performance of its obligations and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision termination of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To shall be or to have become available subject to the public other than through any act or omission of the Receiving Party term specified in breach Article 5 of this Agreement or any other agreement between the Parties;Agreement. (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation 3.5. All written Confidential Information shall be returned to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed or destroyed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of at the Disclosing Party’s Information by option, when requested after the expiration of the Agreement or when the Receiving Party's need for such information for the purpose of this Agreement has ended, whichever is earlier. In the event of destruction, the Receiving Party willshall certify in writing to the Disclosing Party, except where impracticablewithin thirty (30) days, give reasonable advance notice that such destruction has been accomplished. The Receiving Party shall make no further use of such Confidential Information. 3.6. The disclosure of Confidential Information hereunder shall not be construed as granting either a license under any patent or patent application or any right of ownership in said Confidential Information, nor shall disclosure constitute any such representation, warranty, assurance, guarantee or inducement by either Party with respect of infringement of patents or other rights of third Parties. 3.7. The obligation of confidentiality does not apply if the Receiving Party is ordered by a court of law or a governmental authority to disclose any Confidential Information, provided, if possible, the Receiving Party notifies the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed)as soon as practicable. 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Non Disclosure Agreement

Obligation of Confidentiality. 14.1 During The receiving party agrees that it shall maintain in confidence all Confidential Information of the Termdisclosing party. The receiving party shall take necessary and reasonable precautions to prevent such information from being disclosed to any person, firm, or company not specifically permitted by this Agreement or specifically authorized in writing by the disclosing party. Notwithstanding anything to the contrary set forth herein, Potential User may not disclose any Confidential Information of MyFocus to any person who is not an employee of Potential User without MyFocus’s prior written approval. Prior to disclosing Confidential Information to its officers or employees, subcontractors, agents, or representatives (collectively, “Representatives”), the receiving party shall advise same of the confidential nature thereof, and for [***] thereafter, each shall take necessary and reasonable precautions to prevent the unauthorized disclosure of such information by its Representatives. The receiving party agrees that it shall use the Parties will keep confidential and not disclose or use any of the Confidential Information of the other Party except in disclosing party solely for the performance of its obligations and exercise of its rights under this AgreementBusiness Purpose. Each Party will treat The receiving party shall not, without obtaining the other Partydisclosing party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoingprior written consent, the provisions of this Article 14 shall not apply to any information that can be shown by the Receiving Party: (a) To have been known to or in the possession of the Receiving Party prior to the date of its actual receipt from the Disclosing Party without breaching any provision of this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Confidential Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to anyone except its Representatives (subject to the extent such disclosure is reasonably necessary in connection third sentence of this Section) with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party willa need to know, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals at the time of the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees court order (in accordance with Section 1.3 below) or consultants wishes to publish or present to any third party, during the Term, results of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentationas otherwise required by law. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) If Confidential Information of the reviewing Party, disclosing party is given by the receiving party (or (iiby the disclosing party at the receiving party’s request) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreementto receiving party’s Representatives, the reviewing Party receiving party shall have the right to (a) propose modifications be liable to the publication or presentation disclosing party for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay any failure by any such Representative to treat the Confidential Information in publication or presentation in order the same manner as the receiving party is obligated to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with treat it under the terms of this Confidentiality Agreement. Upon expiration of such thirty (30) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party reasonably requests modifications to the publication or presentation to prevent disclosure of material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled to use the specific information contained in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions of this Article 14 provided such information has been disclosed to the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public release.

Appears in 1 contract

Samples: Non Disclosure Agreement

Obligation of Confidentiality. 14.1 During 3.1 Except and to the Termextent otherwise provided or permitted in this Non-Disclosure Agreement Party A undertakes that it will: - Not share or divulge, and for [***] thereafterto any person / third person, each of the Parties will keep confidential and not disclose or use any of the Information of the other information pertaining to Party except B mentioned in the performance of its obligations clause 1 and exercise of its rights under this Agreement. Each Party will treat the other Party’s Information with the same degree of confidentiality as it keeps its own confidential information (but in no event will it use less than reasonable care with such Information). Notwithstanding the foregoing, the provisions 2 of this Article 14 Agreement may be. Party A in strict compliance of this Agreement shall only share information to the person working in regard to this assignment of Party B and the person working on this assignment shall also abide by the Agreement. 3.2 The confidentiality obligation shall not apply with respect to any information that Confidential Information which Party A can be shown by the Receiving Party: (a) To have prove: - has been known to or in the possession of the Receiving Party A prior to the date time of its actual receipt from the Disclosing direct or indirect disclosure by Party without breaching any provision of B pursuant to this Agreement or any other agreement between the Parties or of any agreement between the Disclosing Party and a Third Party, by such Third Party; (b) To be or to have become available to Non-Disclosure Agreement; - is in the public other than through any act or omission of the Receiving Party in breach of this Agreement or any other agreement between the Parties; (c) To have been disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party that had no obligation to the Disclosing Party not to disclose such information to others; or (d) To have been subsequently independently developed by the Receiving Party without use of the Disclosing Party Information as demonstrated by competent contemporaneous tangible records. 14.2 Receiving Party shall ensure that its Affiliates, directors or employees, who have access to Information, shall consider and hold any of the Information as herein contemplated. 14.3 Each Party may disclose the other Party’s Information hereunder solely to the extent such disclosure is reasonably necessary in connection with complying with applicable laws; provided that in the event of any such disclosure of the Disclosing Party’s Information by the Receiving Party, the Receiving Party will, except where impracticable, give reasonable advance notice to the Disclosing Party of such disclosure requirement (so that the Disclosing Party may seek a protective order and/or other appropriate remedy or waive compliance with the confidentiality provisions of this Article 14 and will use its Commercially Reasonable Efforts to secure confidential treatment of such confidential Information required to be disclosed). 14.4 Each Receiving Party shall keep Information belonging to the Disclosing Party in appropriately secure locations. Upon expiration or termination of this Agreement, any and all Information possessed in tangible form by a Receiving Party, or its Affiliates, or its or any of their directors, officers, employees, agents, consultants, and clinical investigators and belonging to the Disclosing Party, shall, upon written request, be destroyed to the extent practicable and not used or disclosed by the Receiving Party, its Affiliates, or any of their directors, officers, employees, agents, consultants, and clinical investigators; provided, however, that a Party may retain one (1) copy of any Information in an appropriately secure location solely for use by its legal department to ensure compliance with the confidentiality provisions of this Agreement. 14.5 DAEWOONG and AEON each acknowledge the other Party’s interest in publishing the results of its scientific research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed, academic journals domain at the time of disclosure or thereafter enters the proposed publication. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Article 14.1, if either Party, its employees or consultants wishes to publish or present to any third party, during the Term, results public domain without breach of the scientific, preclinical and clinical studies or any information about Product, or the results of any program to discover or develop any of the above, it shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least fifteen (15) days prior to submission for publication or presentation. The reviewing Party shall notify the other Party within fifteen (15) days of receipt of such proposed publication whether such draft publication contains (i) Information of the reviewing Party, or (ii) information that if published would have an adverse effect on a patent application covering the subject matter of this Agreement, the reviewing Party shall have the right to (a) propose modifications to the publication or presentation for patent reasons, trade secret reasons, confidentiality reasons or business reasons or (b) request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay to protect patentable information, the publishing Party shall delay submission or presentation for a period not to exceed thirty (30) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with the terms of this Agreement. Upon expiration Non-Disclosure Agreement on the part of Party A. - becomes known to Party A through disclosure by sources other than Party B without breach of any confidentiality obligation towards Party B; - it is required to be disclosed by any law or by any court or regulatory agency or authority, provided that Party A notifies Party B of such thirty (30) daysrequirement without delay. 3.3 The disclosure of Confidential Information by Party B to Party A does not limit CPPA-G to disclose the same Confidential Information to third parties at its own discretion. 3.4 This Non-Disclosure Agreement shall not be construed as creating, the publishing conveying, transferring, granting or conferring upon Party shall be free to proceed with the publication A any rights, license or presentation. If the reviewing Party reasonably requests modifications authority in or to the publication or presentation to prevent disclosure of material trade secret or proprietary business informationConfidential Information disclosed, except the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the publication or presentation. After the termination or expiration of this Agreement, the Parties shall continue to be obligated to adhere to the guidelines set out in Article 14.4 and this Article 14.5, but solely with respect to publications or presentations to any third party containing information about Product. 14.6 Once approval for a publication or presentation has been granted, the relevant Party shall be entitled limited right to use the specific information contained Confidential Information specified in such publication or presentation after the date of its publication or presentation without seeking further approval. General comments made by a Party relating to the relationship between DAEWOONG and AEON established by this Agreement, including, for example, general comments made in response to inquiries at professional meetings and other similar circumstances, are not intended to be restricted by the provisions clause 2 of this Article 14 provided such information has been disclosed to Non-Disclosure Agreement for the public previously or cleared for such disclosure by the other Party. For the avoidance of doubt, neither Party shall be entitled to publish Information of the other purposes specified in violation of Article 14. 14.7 DAEWOONG and AEON shall agree upon the timing and content of an initial press release relating to this Agreement and the transactions contemplated herein. Except to the extent already disclosed in that initial press release, no disclosure of the subject matter clause 1 of this Agreement or its terms may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make any such public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow such other Party to comment upon such announcement, prior to public releaseNon-Disclosure Agreement.

Appears in 1 contract

Samples: Non Disclosure Agreement

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