Obligations of Confidentiality. 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:
(a) not use or exploit the Confidential Information in any way except for the Purpose;
(b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;
(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);
(d) keep separate the Confidential Information from all documents and other records of the Recipient;
(e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and
(f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information.
2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that:
(a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and
(c) it keeps a written record of these Representatives; and
(d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.
2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is no...
Obligations of Confidentiality. Unless Sponsor provides prior written consent, Institution and Principal Investigator may not use Confidential Information for any purpose other than that authorized in this Agreement, nor may Institution or Principal Investigator disclose Confidential Information to any third party except as authorized in this Agreement or as required by Applicable Law. Required disclosure of Confidential Information to the IEC and/or RA is specifically authorized.
Obligations of Confidentiality. 1. The contracting party and the expert must treat confidentially any information and documents, in any form (i.e. paper or electronic), disclosed in writing or orally in relation to the performance of the Contract.
2. The expert undertakes to observe strict confidentiality in relation to its work. To this end, the expert must not use or disclose, directly or indirectly confidential information or documents for any purpose other than fulfilling its obligations under the Contract without prior written approval of the contracting party In particular, the expert:
i. must not discuss its work with others, including other experts or contracting party or relevant service staff not directly involved in its work
ii. must not disclose: - any detail of its work and its outcomes for any purpose other than fulfilling its obligations under the Contract without prior written approval of the contracting party - its advice to the contracting party or relevant service on its work to any other person (including colleagues, students, etc.)
3. If material/documents/reports/deliverables are made available either on paper or electronically to the expert who then works from its own or other suitable premises, he/she will be held personally responsible for maintaining the confidentiality of any documents or electronic files sent and for returning, erasing or destroying all confidential documents or files upon completing its work as instructed.
4. If its work takes place in premises controlled by the contracting party or relevant service, the expert:
(a) must not remove from the premises any copies or notes, either on paper or in electronic form
(b) will be held personally responsible for maintaining the confidentiality of any documents or electronic files sent, and for returning, erasing or destroying all confidential documents or files on completing its work as instructed.
5. If the expert seeks further information (for example through the internet, specialised databases, etc.) to complete its work, he/she:
(a) must respect the overall rules for confidentiality for obtaining such information
(b) must not contact third parties without prior written approval of the contracting party.
6. These confidentiality obligations are binding on:
(a) the contracting party (see Regulation No 31 (EEC), 11 (EAEC), laying down the Staff Regulations of Officials and the Conditions of Employment of Other Servants of the European Economic Community and the European Atomic Energy Community5 (b) the ...
Obligations of Confidentiality. Unless Yale provides prior written consent to do otherwise, Data User will a. use Data, only as authorized by Section 3 above and disclose Data only as provided in the Research Proposal and only to the extent necessary for the performance of the Research and only after ensuring that such disclosures are protected by obligations of confidentiality substantially similar to those in this Agreement; and
Obligations of Confidentiality. 1. The contracting party and the expert must treat confidentially any information and documents, in any form (i.e. paper or electronic), disclosed in writing or orally in relation to the performance of the Contract.
2. The expert undertakes to observe strict confidentiality in relation to its work. To this end, the expert must not use or disclose, directly or indirectly confidential information or documents for any purpose other than fulfilling its obligations under the Contract without prior written approval of the contracting party In particular, the expert:
i. must not discuss its work with others, including other experts or contracting party or relevant service staff not directly involved in its work
ii. must not disclose: - any detail of its work and its outcomes for any purpose other than fulfilling its obligations under the Contract without prior written approval of the contracting party - its advice to the contracting party or relevant service on its work to any other person (including colleagues, students, etc.)
Obligations of Confidentiality. (a) Company understands and agrees that it will be deemed to be in a relationship of confidence with respect to the Confidential Information disclosed to it by Northstar. Company shall not disclose, and shall maintain the confidentiality of, all Confidential Information disclosed to it. Company shall use at least the same degree of care to safeguard and prevent the disclosure of the Confidential Information as it employs to avoid unauthorized disclosure, publication, dissemination, destruction, loss or alteration of its own information (or information of its customers) of a similar nature, but not less than reasonable care.
(b) Company shall ensure that its directors, officers and employees shall have access to the Confidential Information only to the extent necessary for such director, officer or employee to perform his or her obligations under or with respect to the Services Agreement or as otherwise naturally occurs in such director’s, officer’s or employee’s scope of responsibility, provided that such access is not in violation of any State Policies and Rules. Company may disclose Confidential Information to its Affiliates, auditors, attorneys, accountants, consultants, contractors and subcontractors (collectively, “Representatives”), where: (i) use by such Person is authorized by Company; (ii) such disclosure is necessary for the performance of such Person’s obligations under or with respect to the Services Agreement or otherwise naturally occurs in such Person’s scope of responsibility; and (iii) such Person (and its applicable officers and employees) agrees to confidentiality obligations that meet the requirements of this Agreement. Company agrees to instruct all such Representatives to perform his, her, or its obligations in accordance with the terms and conditions of this Agreement and not to disclose such Confidential Information to any third parties, and not to use the Confidential Information for any purpose (other than in connection with the provision of Services under the Services Agreement), without the prior written permission of Northstar. Company hereby assumes full responsibility for the acts or omissions of its directors, officers, employees and Representatives and shall ensure that the Confidential Information is not disclosed or used in contravention of this Agreement. Any disclosure to a Representative shall be under the terms and conditions as provided herein.
(c) Company shall not: (i) make any use or copies of the Confidential Inf...
Obligations of Confidentiality. Unless CRO or Pfizer provides prior written consent, Institution may not use Confidential Information for any purpose other than that authorized in this Agreement, nor may Institution disclose Confidential Information to any third party except as authorized in this Agreement or as required by law, including applicable regulations.
Obligations of Confidentiality. (a) A party must, in relation to the Confidential Information of another party:
(i) keep confidential any Confidential Information that comes into the party’s possession or control in the course of performing the party’s obligations or exercising its rights under this agreement;
(ii) not disclose Confidential Information except as permitted or required by this agreement;
(iii) only use or reproduce Confidential Information for the purpose for which it was disclosed or another purpose contemplated by this agreement; and
(iv) not permit, and use all reasonable endeavours to prevent, unauthorised access to Confidential Information.
(b) In respect of Confidential Information that is also protected information within the meaning of section 91G of the National Gas Law, each Member consents to the disclosure of that Confidential Information by the Operator as permitted or required by this agreement.
Obligations of Confidentiality. RTU represents and warrants that any employee or other affiliated person, including subcontractors, who will be involved in performing this Agreement is bound, or will be bound prior to performing any work, by a proprietary information and technology agreement in favor of the other party, consistent with the obligations of Article 5, pursuant to which such employee or other person is obligated to confidentiality.
Obligations of Confidentiality. Each Party agrees that it and its Affiliates will hold in strict confidence and not disclose the Confidential Information of the other Party to any third party and to use the Confidential Information of the other Party for no purpose other than the purposes expressly permitted by this Agreement. Each Party shall only permit access to the other Party’s Confidential Information to those of its or its Affiliates’ employees, contractors and advisors, including the Authorized Participants, having a need to know and who have signed or are bound by confidentiality obligations or agreements containing terms at least as restrictive as those contained in this Agreement. Each Party shall maintain the confidentiality and prevent accidental or other loss or disclosure of any Confidential Information of the other Party with at least the same degree of care as it uses to protect its own Confidential Information, but in no event with less than reasonable care.
