Obligation of Non-Disclosure. The parties shall keep all CI secret at all times and comply with all laws and regulations concerning confidentiality of such information. Any request or demand by a third party for CI in the possession of a Party shall be immediately forwarded to the other Party’s designated representative for receipt of notice. If disclosure of the CI is required pursuant to XXXX or to any lawful subpoena, court order, or other legal process, it shall be the sole responsibility of the Disclosing Party to initiate and prosecute a legal action to prevent, limit or prohibit the disclosure, at its own expense. The Recipient shall reasonably cooperate with the Disclosing Party with respect to any such legal action if it is filed in a timely manner, and prosecuted diligently and in good faith, but shall always have the right to proceed as it believes, in its sole discretion and judgment, to be required in accordance with the law. The parties acknowledge that CI may also be protected pursuant to state or federal laws, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 U.S.C. Sec. 1320d, the Family Educational Rights and Privacy Act (FERPA) (20 USC 1232g), and the Xxxxx-Xxxxx-Xxxxxx Act (Financial Services Modernization Act of 1999) (15 U.S.C. §§ 6801-6809), and the regulations relating to such laws.
Obligation of Non-Disclosure. All employees are advised of their obligation of non-disclosure and are required to give a written undertaking to keep the data secret. The IT infrastructure will be provided via Amazon Web Services (AWS) within a cloud (IaaS & PaaS). Access control is provided by the AWS data centre operator: the highly secure AWS data centres use state-of-the-art electronic supervision and multi-level access control systems. The data centres are staffed round the clock by trained security personnel. Access is strictly controlled, according to the principle of least privilege, and is exclusively for the purposes of system administration. Access to the hardware components (clients) at TB Digital Services GmbH takes place according to the appropriate standard measures in each case. These measures include, for example, restricted access via single- access entry control systems (turnstiles), video surveillance systems, alarms and/or guards, electronically or mechanically locked doors, intruder-proof buildings, documented access (for visitors and external contractors) or designated security areas. The access controls include hardware protection, network security and application protection measures. The hardware protection measures used on board the vehicle include: The mobile devices are installed in the vehicle and have secure boot, i.e. there is no possibility of uploading or using a foreign operating system. The communication between the mobile devices and the terminal is encrypted, by means of individual device certification. The data are transmitted within the RIO platform using ubiquitous encryption/encryption everywhere. The terminals are kept up to date by means of regular security updates (patch management).
Obligation of Non-Disclosure. Receiving Party shall not use or disclose any Confidential Information to third parties, except as provided for by this Agreement or in accordance with judicial or other governmental order (provided Receiving Party shall take reasonable measures to give Disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent). Receiving Party shall safeguard the Confidential Information with at least the same level of care as it uses to safeguard its own confidential information. Receiving Party agrees to segregate all such Confidential Information from the confidential information of others in order to prevent commingling. Receiving Party may disclose Confidential Information only to Receiving Party’s employees, consultants and advisory boards, if any, on a need-to-know basis. Receiving Party will have executed or shall execute appropriate written agreements with such employees and consultants sufficient to require them to comply with all the provisions of this Agreement during and after the term of their employment or engagement. Receiving Party may not reverse engineer, decompile or disassemble any processes, formulas or methods disclosed to Receiving Party. The Receiving Party may use the Confidential Information only for the purpose of evaluating entering into a particular transaction or agreement that is currently being discussed by the parties, or to further a transaction or agreement entered into by the parties.
Obligation of Non-Disclosure. (a) Except as expressly permitted by the Agreement, Receiving Party shall not disclose any Confidential Information to third parties. Receiving Party may disclose Confidential Information, to the minimum extent legally required, in accordance with a judicial or other governmental order, provided Receiving Party shall (i) if such order permits, give Disclosing Party reasonable written notice prior to disclosure, (ii) use commercially reasonable efforts to limit disclosure, obtain confidential treatment or a protective order, and right for the Disclosing Party to participate in the proceeding, and (iii) comply with any applicable protective order or equivalent. Receiving Party shall take all commercially reasonable precautions necessary to safeguard the Confidential Information including those taken by Receiving Party to protect its own similar confidential information, but in no event less than a reasonable level of care. Receiving Party may disclose Confidential Information, on a need-to-know basis, only to Receiving Party’s employees, affiliates, agents or representatives who are subject to confidentiality, non- disclosure, and use restrictions, no less restrictive or protective of the Disclosing Party’s Confidential Information than the terms of this Agreement during and after their engagement with Receiving Party (collectively, “Representatives”). Receiving Party shall be liable for all acts and omissions of its Representatives. The Receiving Party shall not use the Disclosing Party’s Confidential Information for any purposes other than the Purpose.
Obligation of Non-Disclosure. Any Confidential Information communicated by the Parties under this Agreement shall be maintained in strict confidence for a period of ten (10) years by the receiving Party and shall not be disclosed by either Party to any third party, except as provided in Articles 9.2 or 10 or the following sentence. Such Confidential Information may be disclosed by a Party to an Affiliate, or to a contractor or collaborator according to Article 6.2, or to a consultant retained by a Party or retained by an Affiliate or to any other person or entity permitted to be engaged pursuant to the terms of this Agreement, provided that such Affiliate, consultant, collaborator or other person or entity agrees to be bound substantially in writing to the same extent as the Parties under this Article 8.
Obligation of Non-Disclosure. Each Party agrees to keep strictly confidential all Confidential Information, and shall not, without Discloser’s prior written consent, except as provided for by this Agreement, disclose to any other person or entity any of the Confidential Information; provided, however, that Recipient may disclose the Confidential Information to those of its directors, officers, employees, agents, consultants, advisors, affiliates, or other representatives with a need to know such information (collectively the “Representatives”). Each Party agrees to inform its Representatives of the confidential nature of the Confidential Information and secure their covenant to comply with this Agreement. Each Party agrees that it will safeguard the Confidential Information and that it shall be responsible for any breach of the terms hereunder by it or its Representatives. Each Party understands that if securities of any other Party or any of its affiliates is, or becomes, publicly traded, it and its Representatives could be subject to fines, penalties and other liabilities under applicable securities laws if it or any of its Representatives trades in such securities while in possession of any material, non-public information concerning such publicly traded Party. Each Party agrees not to trade, and not to allow any of its Representatives to trade, in a publicly traded Party’s securities until such time as it or such Representatives are no longer prohibited from so trading under all applicable securities laws (whether because such publicly traded Party publicly disclosed all material information in the Confidential Information, the Confidential Information no longer contains material, non-public information, or otherwise.
Obligation of Non-Disclosure. Employee must not use nor reveal information meant to remain confidential that he has learned of during the exercise of his activity for Otis International or any other member of the Otis Group, regardless of how he became aware of the information in question. In particular, this obligation of non-disclosure concerns trade and business secrets, information related to clients, suppliers and other contract partners of any member of the Otis Group, the information related to employees of any member of the Otis Group (salaries, personal records, etc.), accounting and economic information of any member of the Otis Group, as well as information related to the organization of any such member. The obligation of non-disclosure continues even after the end of the employment relationship. Employee is wholly responsible for any prejudice due to the violation of his obligation of confidentiality.
Obligation of Non-Disclosure. Executive must not use nor reveal information meant to remain confidential that Executive has learned of during the exercise of Executive’s activity for Xxxx International or any other member of the Xxxx Group, regardless of how Executive became aware of the information in question. In particular, this obligation of non-disclosure concerns trade and business secrets, information related to clients, suppliers and other contract partners of Xxxx International or any member of the Xxxx Group, the information related to Executives of Xxxx International and of any member of the Xxxx Group (salaries, personal records, etc.), accounting, financial and economic information on Xxxx International and other members of the Xxxx Group, as well as information related to the organization of Xxxx International and of any member of the Xxxx Group. The obligation of non-disclosure subsists even after the end of the employment relationship. Executive is wholly responsible for any prejudice due to the violation of Executive’s obligation of confidentiality.
Obligation of Non-Disclosure. Subject to this Section 10, any Information (a) communicated by the Parties under any of the Program Agreements or this Agreement; or (b) communicated by a Party to another Party prior to the Effective Date; or (c) communicated by one Party to the other Party in accordance with Section 9, shall be maintained by the receiving Party in strict confidence and shall not be disclosed by any Party to any Third Party, except as provided in Sections 10.1.1, 10.2, 10.4 or 10.5 or to an Affiliate of the Party, to a consultant retained by the Party or retained by an Affiliate of the Party, or to any other Person approved in advance by the other Parties, unless such Affiliate, consultant or other Person agrees to be bound substantially to the same extent as the Parties under this Section 10.
1. Nothing shall prevent a Party from disclosing or sharing Information that also applies outside of the Field, provided that such disclosure or sharing is for the purpose of and is useful for drug discovery, research or development outside of the Field and the Third Party receiving such Information agrees to be bound substantially to the same extent as the Parties under this Section 10.
1. The obligations set forth in this Section 10.1 shall survive for a period of five (5) years from the Effective Date. Without limiting the generality of the foregoing, each Party shall use commercially reasonable efforts to obtain, if not already in place, confidentiality agreements from their respective employees and agents, similar in scope to this Section 10.1, to protect the Information.
Obligation of Non-Disclosure. The Recipient agrees for the benefit of the Discloser that it must:
(a) treat as confidential and keep secret all Confidential Information which is disclosed to the Recipient by or on behalf of the Discloser whether such disclosure was prior to, on, or after, the date of this agreement;
(b) not use any Confidential Information or Material, whether directly or indirectly, except for the Purpose;
(c) take all reasonable precautions to preserve the secrecy and confidentiality of the Confidential Information or Material and, in particular, take all reasonable action to prevent unauthorised persons from obtaining access to the Confidential Information or Material by any direct or indirect means;
(d) not publish or communicate or permit the publication or communication of any of the Confidential Information or Material to any Third Party other than (if reasonably necessary for the Purpose) to those Representatives of the Recipient who have a need to review the Confidential Information or the Material and who are made aware of the Recipient’s obligation of confidentiality under this agreement;
(e) keep the existence of the discussions with the Discloser confidential and not make any public announcements in relation to, or public comment on, the discussions or any agreement or undertaking resulting from the discussions include any engagement with the Recipient in relation to the Scope, without the prior written approval of the Discloser;
(f) keep all Confidential Information and any information based or derived from the Confidential Information (including the Material), separate from all business records and other documents of the Recipient; and
(g) not, other than as permitted by clauses 3(b) or 3(d), or as agreed to by the Discloser in writing, copy, reproduce, disclose or part with possession of any of the Confidential Information or Material.
