Obligations of Confidentiality and Non-Use. Each Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other tangible form, upon written request, provided, however, that legal counsel for each Party may retain an archival copy of Confidential Information solely for purposes of ensuring compliance with this Agreement.
Obligations of Confidentiality and Non-Use. (a) Each Party agrees that the Party receiving or otherwise possessing Confidential Information (the “receiving Party”) from the other Party (the “disclosing Party”), pursuant to this Agreement shall, and shall cause its employees, directors, officers, contractors, consultants, service providers and other representatives to, keep confidential and not publish or otherwise disclose, and take all reasonable steps to prevent disclosure of, such Confidential Information and not use such Confidential Information except for the limited purposes set forth in this Agreement. No provision of this Agreement shall be construed to preclude disclosure of Confidential Information (i) to actual or potential sources of financing; provided that such sources are bound to the terms of this Section 5.2 to the same extent as if they were parties hereto; (ii) in connection with disclosure obligations that arise in connection with an initial public offering; or (iii) to the extent required to be disclosed by applicable statute, rule or regulation of any court or regulatory authority with competent jurisdiction; provided that the disclosing Party shall be notified as soon as reasonably possible and the receiving Party shall, if requested by the disclosing Party, use reasonable good faith efforts to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. For the avoidance of doubt, from and after the Closing that portion of the Confidential Information included in the Purchased Assets shall be deemed to constitute Confidential Information of Buyer.
(b) Neither Party shall, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby without the prior approval of the other Party (which shall not be unreasonably delayed, conditioned or withheld), except (i) to the extent required by any Applicable Laws, (ii) as reasonably necessary to obtain any requisite consents and approvals contemplated by this Agreement, or (iii) to the extent necessary for a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in the foregoing, each Party shall be permitted to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b).
(c) Novartis, hereby releases, on behalf of Novartis and it...
Obligations of Confidentiality and Non-Use. (a) During the term and at all times thereafter, neither Distributor nor OSUR shall disclose any of the other party's Confidential Information. The foregoing shall not prohibit disclosures: (i) made to such party's employees, agents or advisors who have a "need to know" the other party's Confidential Information to the extent necessary to perform such party's duties and obligations, or to enforce such party's rights, under this Agreement; or (ii) compelled to be made by any requirement of law or pursuant to any legal or investigative proceeding before any court, or governmental or regulatory authority, agency or commission so long as the party so compelled to make disclosure of Confidential Information pertaining to the other party provides prior written notice to such other party and uses its commercially reasonable efforts to cooperate with such other party to obtain a protective order or other similar determination with respect to such Confidential Information.
(b) During the Term and at all times thereafter, Distributor and OSUR shall not use any of the other party's Confidential Information for its own direct or indirect benefit, or the direct or indirect benefit of any third party, except that each of Distributor and OSUR may use the other party's Confidential Information to the extent necessary to perform its duties and obligations, or to enforce such party's rights, under this Agreement.
(c) Each of Distributor and OSUR shall (i) take reasonable steps, whether by instruction, agreement, or otherwise, to cause its employees, agents and advisors who may have access to Confidential Information of the other party, to comply with its obligations under this Section 10 and (ii) shall be liable for the breach of this Section 10 by any of its employees, agents or advisors who may have access to Confidential Information of the other party.
Obligations of Confidentiality and Non-Use. The Receiving Parties undertake and agree: To take proper and reasonable measures to ensure the secrecy of the Confidential Information; Not to disclose, or allow it to be disclosed, in whole or in part to any third party without the prior written consent of the Disclosing Party Not to use, in whole or in part, the Confidential Information for anything other than the Permitted Purpose. Not to use the Confidential Information for their own commercial use or for that of any other person or party, without prior written consent by the Disclosing Party; Not to make copies of the Confidential Information in any format without prior written authorisation by the Disclosing Party; Not to alter, modify, disassemble, reverse engineer or decompile any Confidential Information; Not to apply for any patent or trademark which could include any Confidential Information.
Obligations of Confidentiality and Non-Use. 2 In consideration of the Disclosing Party disclosing or making available to the Recipient the Information, the Recipient shall:
Obligations of Confidentiality and Non-Use. All Confidential Information of a party will be held in confidence by each other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. No party will disclose in any manner Confidential Information of any other party in any form to any person or entity without the other party’s prior consent. However, any party may disclose relevant aspects of any other party’s Confidential Information to its officers, Affiliates, agents, subcontractors and employees to the extent reasonably necessary to perform its duties and obligations under this Agreement. Without limiting the foregoing, each party will implement such physical and other security measures and controls as are necessary to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this Agreement to an agent or other subcontractor, such party shall ensure that such agent and subcontractor are contractually bound to confidentiality terms no less stringent than the obligations set forth in this Section 7.11.
Obligations of Confidentiality and Non-Use. The Parties agree that, during the Term and for a period of [***] after the expiration or termination of this Agreement, the receiving Party shall not publish or otherwise disclose, and shall not use for any purpose, any Confidential Information furnished to it by any other Party pursuant to this Agreement. Each receiving Party shall use the Confidential Information of any disclosing Party solely for the purpose of exercising such receiving Party’s rights and performing its obligations under this Agreement. Importer shall limit disclosure of SPIL’ s Confidential Information solely to those directors, officers and employees of Importer who need to know such Confidential Information in order for Importer to exercise its rights or perform its obligations under this Agreement.
Obligations of Confidentiality and Non-Use. Pharmulations acknowledges that in the course of providing Services to the Company, Pharmulations may receive and/or develop Confidential or Proprietary Information, which shall remain the sole property of the Company. Pharmulations agrees that, except as appropriate in connection with the Company's business, Pharmulations shall not at any time (i) disclose or deliver Confidential or Proprietary Information to any person; (ii) use such information in any manner, or (iii) use any Confidential or Proprietary Information for the direct or indirect benefit of any person or entity other than the Company, except as the Company may otherwise consent or direct in writing. Pharmulations agrees to use reasonable and diligent efforts to maintain the proprietary nature, security and/or confidentiality of all Confidential or Proprietary Information. Pharmulations shall also keep confidential any information provided by any client or other third party to the Company under obligation of confidentiality. Pharmulations shall promptly notify the Company if Pharmulations becomes aware of any misuse or wrongful disclosure of Confidential or Proprietary Information by any person. All obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years.
Obligations of Confidentiality and Non-Use. Each Party (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other Party (in such capacity, the “Disclosing Party”) hereunder or under any SOW. The Receiving Party shall not disclose or disseminate the Disclosing Party’s Confidential Information to any person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or its affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement or any SOW. In addition, the Receiving Party (i) shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (ii) shall not use the Disclosing Party’s Confidential Information, or authorize other persons or entities to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder or under any SOW. As used herein, “reasonable steps” means steps that a Party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care. If Vendor provides any Services in a location other than CSC’s facilities, Vendor shall ensure that CSC Confidential Information is segregated from third party information and ensure that it is not commingled with such third party information or disclosed to any third parties.
Obligations of Confidentiality and Non-Use. Each party (in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereafter defined) provided by the other party (in such capacity, the “Disclosing Party”) hereunder or under any Statement of Work. The Receiving Party shall not disclose or disseminate the Disclosing Party’s Confidential Information to any person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or its affiliates, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement or any Statement of Work. In addition, the Receiving Party (i) shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (ii) shall not use the Disclosing Party’s Confidential Information, or authorize other persons or entities to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder or under any Statement of Work. As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care.
