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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so. 2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure. 2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction. 2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 4 contracts
Samples: Non Disclosure Agreement, Non Disclosure Agreement, Non Disclosure Agreement
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 Each Party acknowledges that it may be furnished, receive or exploit the otherwise have access to Confidential Information of the other Party in any way except for the Purpose;connection with this Agreement.
(b) not disclose or make available As necessary to accomplish 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 purposes of this Agreement.
2.3 A , the Receiving Party may disclose Confidential Information of the Furnishing Party to any employee, officer, director, contractor, Service Recipient, agent or representative of the Receiving Party who has a legitimate need to know the information in question for the purposes of this Agreement and who is bound to the extent such Receiving Party in writing to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party. The Receiving Party may also disclose Confidential Information of the Furnishing Party to the Receiving Party’s regulatory agencies and Auditors provided they are made aware of the Receiving Party’s obligations of confidentiality with respect to the Furnishing Party’s Confidential Information.
(c) The Receiving Party may disclose the terms of this Agreement to a third party that (i) has expressed bona fide interest in consummating a significant financing, merger or acquisition transaction between such third party and such party, (ii) has a reasonable ability (financial and otherwise) to consummate such transaction, and (iii) has executed a nondisclosure agreement that (1) includes within its scope the terms of this Section 15, (2) limits distribution to those with a need to know in connection with such transaction, and (3) allows use only in connection with the transaction. The Receiving Party shall endeavor to delay the disclosure of the terms and conditions of this Agreement under the preceding sentence until the status of discussions concerning such transaction warrants such disclosure.
(d) Subject to Sections 15.2(b), 15.2(c), and 15.4, the Receiving Party will keep the Confidential Information of the Furnishing Party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information of a similar nature, but in no event less than reasonable care.
(e) In the event of any actual or suspected unauthorized disclosure, loss of, or inability to account for any Confidential Information of the Furnishing Party occurs, the Receiving Party will promptly so notify the Furnishing Party and will cooperate with the Furnishing Party and take such actions as may be necessary or reasonably requested by the Furnishing Party to minimize the violation and any damage resulting from it.
(f) The provisions of this Section 15.2(f) apply notwithstanding anything to the contrary in this Agreement, including the exclusions to confidential information described in Section 15.1(b) (“Exclusions”). BancTec represents, warrants and covenants that it is and will be a qualified Nonaffiliated Third Party as defined in Section 509(5) of GLBA and shall adhere to the standards required for a “service provider” as this term is described in Section 502(b) of GLBA and the regulations promulgated thereunder for the purpose of the exceptions to be “Opt Out” and “Initial Notice and Opt Out” requirements under GLBA. BancTec will, and will cause BancTec Personnel to, keep NPI confidential. BancTec will use, disclose, receive and maintain NPI only as necessary for the specific purpose for which the NPI was disclosed by to BancTec and only in accordance with this Agreement, GLBA and any other applicable law, rule or regulation of any jurisdiction relating to disclosure or use of personal information. BancTec will, and will cause BancTec Personnel to, implement and maintain an appropriate security program for NPI to (i) ensure the security and confidentiality of NPI, (ii) protect against any threats or hazards to the security or integrity of NPI, and (iii) prevent unauthorized access to or use of NPI. BancTec will immediately notify DFS in writing (1) of any known or suspected disclosure or use of any NPI by BancTec or any governmental BancTec Personnel in breach of this Agreement and (2) of any known or other regulatory authority (includingsuspected disclosure of any NPI to BancTec or BancTec Personnel where the purpose of such disclosure is not known to BancTec. DFS reserves the right to review BancTec’s policies and procedures used to maintain the security and confidentiality of NPI, without limitation including auditing BancTec and BancTec Personnel concerning such policies and procedures. At DFS’ direction in its discretion at any relevant securities exchange) time, and in any event upon any termination under or by a Court expiration of this Agreement, BancTec will immediately return to DFS any or other authority all corresponding NPI and will destroy all records of competent jurisdiction provided thatsuch NPI. Otherwise, to the extent it any applicable NPI is legally permitted no longer necessary for the performance of Services, BancTec will return to do so, it gives the other Party as much notice DFS or destroy all records of such NPI. The provisions of this disclosure as possible andSection 15.2(f) supplement, where notice of disclosure is are in addition to, and will not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the be construed to limit any other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence confidentiality obligations under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 4 contracts
Samples: Services Agreement (Discover Card Execution Note Trust), Services Agreement (Discover Card Master Trust I), Services Agreement (Discover Card Execution Note Trust)
Obligations of Confidentiality. 2.1 The Recipient shall keep Subject to clauses 2.2 and 3.1, the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shallReceiving Party must:
(a) not only use or exploit the Confidential Information in any way except for the Approved Purpose;
(b) not disclose or make available keep the Confidential Information in whole secret and confidential and not directly or in part indirectly disclose, divulge or communicate any of the Confidential Information to any third party, except as expressly permitted by this Agreementother person without the prior written approval of the Disclosing Party;
(c) not copy, reduce take all reasonable steps to writing or otherwise record the protect Confidential Information except as strictly necessary for the Purpose (and any such copiesfrom unauthorised disclosure, reductions to writing and records shall be the property of the Disclosing Party)access, copying or use;
(d) keep separate co-operate with the Disclosing Party in any action the Disclosing Party may take to protect the confidentiality of the Confidential Information from all documents and other records of the RecipientInformation;
(e) apply the same security measures and degree not deliberately memorise, use, modify, reverse engineer or make copies, notes or records of care to the Confidential Information as for any purpose other than in connection with the Recipient applies to performance by the Receiving Party of its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or useobligations under this Agreement; and
(f) keep not apply for, register or attempt to register, or authorise or assist any third party to apply for or register, under any statute or otherwise in any country, a written record of: any document patent or other Confidential Information received from the other in tangible form; form of intellectual property relating to or incorporating any copy made of the Confidential Information. .
2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those obligations of its Representatives who need to know this Confidential Information for the Purpose, provided thatconfidentiality under clause 2.1 do not apply to:
(a) it informs its Representatives of the confidential nature of the any Confidential Information that:
(i) is disclosed to the Receiving Party by a third party entitled to do so, whether before disclosureor after the date of this Agreement;
(ii) was already lawfully in the Receiving Party's possession when it was given to the Receiving Party and was not otherwise acquired from the Disclosing Party directly or indirectly; or
(iii) is generally available to the public at the date of this Agreement or subsequently becomes so available other than by reason of a breach of this Agreement;
(b) it procures that its Representatives shall, in relation to any disclosure of Confidential Information disclosed by the Receiving Party that is necessary to them, comply with this Agreement any court order, law, or the applicable rules of any financial market if, to the extent practicable and as if they were soon as reasonably possible, the Recipient and, if Receiving Party:
(i) notifies the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement of the proposed disclosure;
(ii) consults with the Disclosing Party on terms equivalent as to those contained in this Agreementits content; and
(ciii) it keeps a written record of these Representatives; and
(d) it shall at all times be liable for the failure of any Representative uses reasonable endeavours to comply with any reasonable request by the terms Disclosing Party concerning the proposed disclosure; or
(c) any disclosure of this Agreement.
2.3 A Party may disclose the Applicant's Confidential Information by WEHI to the extent such Confidential Information a Commonwealth entity, department or authority which is required to be disclosed made by law, by WEHI pursuant to any governmental contractual or other regulatory authority (includingfunding arrangement entered into by WEHI with that Commonwealth entity, without limitation any relevant securities exchange) department 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do soauthority.
2.4 2.3 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that Receiving Party must promptly notify the Disclosing Party is involved in activity that may constitute a criminal offence under if the Xxxxxxx Xxx 0000Receiving Party becomes aware of any potential, disclose suspected or actual breach of this Agreement insofar as it relates to Disclosing Party’s Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosureInformation.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 3 contracts
Samples: Mutual Confidentiality Agreement, Mutual Confidentiality Agreement, Mutual Confidentiality Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep (a) Without limiting clause 13.1, each party agrees not to disclose or permit the Disclosing Party's disclosure of Confidential Information confidential andof the other party (Discloser) or any information relating to the Funds (including this Agreement), except except:
(i) with the prior written consent of the Disclosing Party, shall:Discloser;
(aii) not use to the extent required by law or exploit by a lawful requirement of any government or governmental body, authority or agency or in connection with legal proceedings;
(iii) where otherwise permitted under this Agreement;
(iv) to the Confidential Information recipient's legal advisers or accountants or tax advisers in any way except order to obtain advice in relation to its rights under this Agreement; or
(v) in the case of AHPRA, for public accountability reasons, including a request for information by parliament or a parliamentary committee, or the Purpose;National Health Practitioners Ombudsman or Privacy Commissioner, and then only to the extent strictly necessary for that purpose.
(b) not disclose or make available In performing the Confidential Information Accreditation Functions, the Accreditation Authority must:
(i) comply with the Privacy Act 1988 (Cth) and the duty of confidentiality and privacy provisions in whole or Part 10, Division 1 and Division 2 of the National Law (in part the same way that AHPRA would be bound to any third party, except as expressly permitted by this Agreement;comply with those Acts); and
(ii) do anything reasonably necessary within its power to ensure XXXXX is able to comply with those Acts and policies.
(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);Upon request by XXXXX:
(di) keep separate the Accreditation Authority must direct persons it engages to perform Accreditation Functions, to sign a confidentiality deed before giving them access to any of AHPRA’s or a National Board’s 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 useInformation; and
(fii) keep if the Accreditation Authority becomes aware of a written record of: any document breach (or other Confidential Information received from the other in tangible form; any copy made possible or anticipated breach) 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 sodeed, it gives must take reasonable action to enforce the other Party as much notice of this disclosure as possible anddeed, where notice of disclosure is not prohibited including all reasonable actions directed by XXXXX, and is given in accordance with this Clause 2.3 , it takes into account authorises XXXXX to enforce the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do sodeed if necessary.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 3 contracts
Samples: Accreditation Agreement, Accreditation Agreement, Accreditation Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep (a) Without limiting clause 13.1, each party agrees not to disclose or permit the Disclosing Party's disclosure of Confidential Information confidential andof the other party (Discloser) or any information relating to the Funds (including this Agreement), except except:
(i) with the prior written consent of the Disclosing Party, shall:Discloser;
(aii) not use to the extent required by law or exploit by a lawful requirement of any government or governmental body, authority or agency or in connection with legal proceedings;
(iii) where otherwise permitted under this Agreement;
(iv) to the Confidential Information recipient's legal advisers or accountants or tax advisers in any way except order to obtain advice in relation to its rights under this Agreement; or
(v) in the case of AHPRA, for public accountability reasons, including a request for information by parliament or a parliamentary committee, or the Purpose;National Health Practitioners Ombudsman or Privacy Commissioner, and then only to the extent strictly necessary for that purpose.
(b) not disclose or make available In performing the Confidential Information Accreditation Functions, the Accreditation Authority must:
(i) comply with the Privacy Xxx 0000 (Cth) and the duty of confidentiality and privacy provisions in whole or Part 10, Division 1 and Division 2 of the National Law (in part the same way that AHPRA would be bound to any third party, except as expressly permitted by this Agreement;comply with those Acts); and
(ii) do anything reasonably necessary within its power to ensure AHPRA is able to comply with those Acts and policies.
(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);Upon request by AHPRA:
(di) keep separate the Accreditation Authority must direct persons it engages to perform Accreditation Functions, to sign a confidentiality deed before giving them access to any of AHPRA’s or a National Board’s 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 useInformation; and
(fii) keep if the Accreditation Authority becomes aware of a written record of: any document breach (or other Confidential Information received from the other in tangible form; any copy made possible or anticipated breach) 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 sodeed, it gives must take reasonable action to enforce the other Party as much notice of this disclosure as possible anddeed, where notice of disclosure is not prohibited including all reasonable actions directed by AHPRA, and is given in accordance with this Clause 2.3 , it takes into account authorises AHPRA to enforce the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do sodeed if necessary.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 3 contracts
Samples: Accreditation Agreement, Accreditation Agreement, Accreditation Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep Receiving Party acknowledges that the Confidential Information disclosed by the Disclosing Party's Confidential Information Party is confidential and, except with the prior written consent of the Disclosing Party, undertakes that it shall, and shall ensure that its Representatives shall:
(a) not use or exploit the Confidential Information in any way except solely for the Purpose;
(b) keep the Confidential Information in strict confidence using the same degree of care that it uses for its own confidential information, but in no event less than a reasonable degree of care; and
(c) not disclose or make available the such 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 Receiving Party may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this the Confidential Information for the Purpose, provided that:
(a) it informs its these Representatives of the its confidential nature of the Confidential Information before disclosure;
(b) it procures ensures that its such Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were are aware of 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 AgreementReceiving Party’s obligations hereunder before disclosure; and
(c) it keeps the Representatives are subject to a written record professional duty of these Representatives; and
(d) it confidentiality or are bound by terms no less protective than the terms of this Agreement The Receiving Party shall at all times be remain liable for the failure of any Representative to comply compliance by its Representatives with the terms of obligations set forth in this Agreement.
2.3 A The Receiving 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 limitation, any relevant securities exchangeexchange(s) or energy regulator) or by a Court court or other authority of competent jurisdiction provided thatjurisdiction. However, to the extent it is legally permitted allowed to do so, it gives must give the other Disclosing Party as much notice of this that disclosure as possible and, and disclose or cause to be disclosed only that portion of the Confidential Information which is legally required to be disclosed. Except where notice of disclosure it is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient mayso by applicable law, however, provided that the Recipient has reasonable grounds to believe that Receiving Party shall provide the Disclosing Party is involved in activity that may constitute with a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party copy of such disclosurewhat has been so disclosed.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 3 contracts
Samples: Confidentiality Agreement, Confidentiality Agreement, Confidentiality Agreement
Obligations of Confidentiality. 2.1 The Recipient shall Subject to clauses 2.2 and 3.1, the Receiving Party must: only use the Confidential Information for the Approved Purpose; keep the Disclosing Party's Confidential Information secret and confidential andand not directly or indirectly disclose, except with divulge or communicate any of the Confidential Information to any other person without the prior written consent approval 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 ; take all reasonable steps 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 protect 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, access, copying or use; and
(f) keep a written record of: co-operate with the Disclosing Party in any document or other Confidential Information received from action the other in tangible form; any copy made Disclosing Party may take to protect the confidentiality 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; not deliberately memorise, provided that:
(a) it informs its Representatives of the confidential nature use, modify, reverse engineer or make copies, notes or records of the Confidential Information before disclosure;
(b) it procures that for any purpose other than in connection with the performance by the Receiving Party of its Representatives shallobligations under this Agreement; and not apply for, register or attempt to register, or authorise or assist any third party to apply for or register, under any statute or otherwise in relation any country, a patent or other form of intellectual property relating to or incorporating any Confidential Information. . The obligations of confidentiality under clause 2.1 do not apply to: any Confidential Information that: is disclosed to themthe Receiving Party by a third party entitled to do so, comply with whether before or after the date of this Agreement as if they were Agreement; was already lawfully in the Recipient and, if Receiving Party's possession when it was given to the Receiving Party and was not otherwise acquired from the Disclosing Party directly or indirectly; or is generally available to the public at the date of this Agreement or subsequently becomes so requestsavailable other than by reason of a breach of this Agreement; any disclosure of Confidential Information by the Receiving Party that is necessary to comply with any court order, procure that law, or the applicable rules of any relevant Representative enters into a confidentiality agreement financial market if, to the extent practicable and as soon as reasonably possible, the Receiving Party: notifies the Disclosing Party of the proposed disclosure; consults with the Disclosing Party on terms equivalent as to those contained in this Agreementits content; 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 and uses reasonable endeavours to comply with any reasonable request by the terms Disclosing Party concerning the proposed disclosure; or any disclosure of this Agreement.
2.3 A Party may disclose the Applicant's Confidential Information by WEHI to the extent such Confidential Information a Commonwealth entity, department or authority which is required to be disclosed made by law, by WEHI pursuant to any governmental contractual or other regulatory authority (includingfunding arrangement entered into by WEHI with that Commonwealth entity, without limitation any relevant securities exchange) department 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 authority. The Receiving Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that must promptly notify the Disclosing Party is involved in activity that may constitute a criminal offence under if the Xxxxxxx Xxx 0000Receiving Party becomes aware of any potential, disclose suspected or actual breach of this Agreement insofar as it relates to Disclosing Party’s Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosureInformation.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 2 contracts
Samples: Mutual Confidentiality Agreement, Mutual Confidentiality Agreement
Obligations of Confidentiality. 2.1 The (i) As necessary to accomplish the purposes and objectives of this Agreement, Recipient shall keep the Disclosing Party's may disclose Discloser’s Confidential Information confidential andto any Recipient employee, except with officer, director, subcontractor, agent or representative who has a legitimate need to know the prior written consent information for the purposes of this Agreement and who is bound to Recipient to protect the confidentiality of the Disclosing Party, shall:information in a manner at least as stringent as that required of Recipient under this Agreement. Recipient may also disclose Discloser’s Confidential Information to Recipient’s attorneys if they are made aware of Recipient’s obligations of confidentiality under this Agreement.
(aii) Recipient will 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 reproduce Discloser’s Confidential Information except as strictly necessary for reasonably required to accomplish the Purpose (purposes and any such copies, reductions to objectives of this Agreement or as specifically permitted by this Agreement or approved in writing and records shall be the property of the Disclosing Party);
(d) keep separate the by Discloser. Recipient will protect Discloser’s Confidential Information from all documents and other records of the Recipient;
(e) apply unauthorized use or disclosure by using at least the same security measures and degree of care as Recipient employs to avoid unauthorized use or disclosure of its own Confidential Information of a similar nature, but in no event less than reasonable care.
(iii) Recipient will promptly notify Discloser if Recipient becomes aware of any material unauthorized use, disclosure, loss of, or inability to account for any Confidential Information of Discloser. If such use, disclosure, loss or inability to account resulted from Recipient’s breach of this Agreement then, without limiting Discloser’s remedies for such breach, Recipient will cooperate with Discloser and, at Discloser’s request, undertake commercially reasonable efforts to assist Discloser in investigating and preventing a reoccurrence thereof.
(iv) Recipient shall be responsible for any breach of the confidentiality provisions of this Agreement by any party to whom it discloses or makes available Discloser’s Confidential Information as if such party were bound by 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 terms hereof and as if they such breach 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 Agreementcommitted by Recipient.
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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 2 contracts
Samples: Telecommunications, Telecommunications Account Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep the Disclosing Party's i.. A Party or any of its Affiliates (in such role, “Recipient”) may be furnished, receive or otherwise have access to Confidential Information confidential of the other Party or any of its Affiliates (in such role, “Discloser”) in connection with this Agreement. This MSA and the Statements of Work will be the Confidential Information of both Parties. Personal Information will not be considered Confidential Information but will be governed by the provisions of Article 13 (Data Ownership, Security and Privacy) and, except with if applicable, Exhibit C (Data Protection Agreement).
ii.. As necessary to accomplish the prior written consent purposes and objectives of this Agreement, Recipient may disclose Discloser’s Confidential 4830-2082-6212v.8 207239136_2 LAW Information to any Recipient employee, officer, director, subcontractor, agent or representative who has a legitimate need to know the information for the purposes of this Agreement and who is bound to Recipient to protect the confidentiality of the Disclosing Party, shall:information in a manner at least as stringent as that required of Recipient under this Agreement. Recipient may also disclose Discloser’s Confidential Information to Recipient’s attorneys if they are made aware of Recipient’s obligations of confidentiality under this Agreement.
(a) iii.. Recipient will 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 reproduce Discloser’s Confidential Information except as strictly necessary for reasonably required to accomplish the Purpose (purposes and any such copies, reductions to objectives of this Agreement or as specifically permitted by this Agreement or approved in writing and records shall be the property of the Disclosing Party);
(d) keep separate the by Discloser. Recipient will protect Discloser’s Confidential Information from all documents and other records of the Recipient;
(e) apply unauthorized use or disclosure by using at least the same security measures and degree of care as Recipient employs to avoid unauthorized use or disclosure of its own Confidential Information of a similar nature, but in no event less than reasonable care.
iv.. Recipient will promptly notify Discloser if Recipient becomes aware of any material unauthorized use, disclosure, loss of, or inability to account for any Discloser Confidential Information. If such use, disclosure, loss or inability to account resulted from Recipient’s breach of this Agreement then, without limiting Discloser’s remedies for such breach, Recipient will cooperate with Discloser and, at Discloser’s request, undertake commercially reasonable efforts to assist Discloser in investigating and preventing a reoccurrence thereof.
v.. Recipient shall be responsible for any breach of the confidentiality provisions of this Agreement by any party to whom it discloses or makes available Discloser’s Confidential Information as if such party were bound by 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 terms hereof and as if they such breach 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 Agreementcommitted by Recipient.
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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 2 contracts
Samples: Master Services Agreement (Talcott Resolution Life Insurance Co Separate Account Three), Master Services Agreement (Talcott Resolution Life & Annuity Insurance Co Separate Account Seven)
Obligations of Confidentiality. 2.1 The Recipient Each Party 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 treat and hold the Confidential Information in confidence and shall undertake the following obligations with respect thereto:
19.2.1 Each shall keep confidential all Confidential Information disclosed to it, in accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information); provided, however, that neither shall have any way except for obligation with respect to the Purpose;
use or disclosure to others of any Confidential Information that can be established to have: (a) been known publicly; (b) not disclose or make available been known generally in the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;
industry before communication; (c) not copybecome known publicly, reduce without fault on the part of either Party; (d) been known otherwise before communication; (e) been received without any obligation of confidentiality from a source (other than a Party or its Affiliates) lawfully having possession of such information; or (f) been required to writing be disclosed by law or otherwise record court order; (g) been reasonably necessary to disclose in connection with the enforcement of a Party's rights under this Agreement; (h) been reasonably necessary to disclose in connection with a Financing, a Transfer, a borrowing by FWC or FirstWorld, the sale of shares of FirstWorld or FWC, or any similar transaction, whether of FirstWorld, FWC or any Affiliate of either entity; or (i) been reasonably necessary to disclose in connection with any financing, sale of shares, transfer of a substantial portion of the assets of, or any similar transaction of Irvine or any of its Affiliates.
19.2.2 All Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions which may be furnished to writing and records a Party shall continue to be the property of the Disclosing Party);
(d) keep separate Party furnishing the same, or the Affiliate submitting such 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 Informationon such Party's behalf.
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 Purpose19.2.3 No rights or licenses, provided that:
(a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) it procures that its Representatives shallexpress or implied, in relation are hereby granted to any Confidential Information disclosed to themInformation, 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) patents, trademarks, service marks, trade names, copyrights or by any Court trade secrets, as a result of or other authority of competent jurisdictionrelated to this Agreement.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 2 contracts
Samples: Lease Agreement (Firstworld Communications Inc), Lease Agreement (Firstworld Communications Inc)
Obligations of Confidentiality. 2.1 The Recipient Each Party 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 treat and hold the Confidential Information in confidence and shall undertake the following obligations with respect thereto:
18. 2. 1. Each shall keep confidential all Confidential Information disclosed to it, in accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of Confidential Information); provided, however, that neither shall have any way except for obligation with respect to the Purpose;
use or disclosure to others of any Confidential Information that can be established to have: (a) been known publicly; (b) not disclose or make available been known generally in the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;
industry before communication; (c) not copybecome known publicly, reduce without fault on the part of either Party; (d) been known otherwise before communication; (e) been received without any obligation of confidentiality from a source (other than a Party or its Affiliates) lawfully having possession of such information; (f) been required to writing be disclosed by law or otherwise record court order; (g) been reasonably necessary to disclose in connection with the enforcement of a Party's rights under this Agreement; (h) been reasonably necessary to disclose in connection with a Financing, a Transfer, a borrowing by FWC or FirstWorld, the sale of shares of FirstWorld or FWC, or any similar transaction, whether of FirstWorld, FWC or any Affiliate of either entity; or (i) been reasonably necessary to disclose in connection with any financing, sale of shares, transfer of a substantial portion of the assets of, or any similar transaction of Irvine or any of its Affiliates.
18. 2. 2. All Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions which may be furnished to writing and records a Party shall continue to be the property of the Disclosing Party);
(d) keep separate Party furnishing the same, or the Affiliate submitting such 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 Informationon such Party's behalf.
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 Purpose18. 2. 3. No rights or licenses, provided that:
(a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) it procures that its Representatives shallexpress or implied, in relation are hereby granted to any Confidential Information disclosed to themInformation, 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) patents, trademarks, service marks, trade names, copyrights or by any Court trade secrets, as a result of or other authority of competent jurisdictionrelated to this Agreement.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 2 contracts
Samples: Telecommunications System License Agreement (Firstworld Communications Inc), Telecommunications System License Agreement (Firstworld Communications Inc)
Obligations of Confidentiality. 2.1 The Recipient For a period of [***] after expiration or termination of this Agreement, each party shall keep maintain in confidence the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Partyother party which is disclosed pursuant to this Agreement, shalland shall not disclose, use or grant use of the Confidential Information of the other party except on a need-to-know basis to such party's directors, officers, employees and consultants working on such party's premises, to the extent such disclosure is reasonably necessary in connection with such party's activities as expressly authorized by this Agreement. To the extent that disclosure to any person is authorized by this Agreement, prior to disclosure, a party making such disclosure shall have obtained written agreement of such person to hold in confidence and not disclose, use or grant the use of the Confidential Information of the other party except as expressly permitted under this Agreement.
7.1.1 Notwithstanding the foregoing in Section 7.1, such obligations of confidentiality and non-use shall not apply to that aspect of information which the receiving party can establish by competent proof:
(a) not use or exploit was already known to the Confidential Information in any way except for receiving party, other than under an obligation of confidentiality, at the Purposetime of disclosure by the other party;
(b) not disclose was generally known to the public or make available otherwise part of the Confidential Information in whole or in part public domain at the time of its disclosure to any third the receiving party, except as expressly permitted by this Agreement;
(c) not copy, reduce became generally available to writing the public 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 part of the Disclosing Party)public domain after its disclosure, through no fault of the receiving party;
(d) keep separate was subsequently lawfully disclosed to the Confidential Information receiving party by a Third Party who did not require the receiving party to hold it in confidence or limit its use, provided it was not obtained by such Third Party under an obligation of confidentiality directly or indirectly from all documents and the other records of the Recipient;party; or
(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 was independently discovered 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed developed by the Disclosing receiving party from time without access to time) to safeguard or the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Partyparty's name Confidential Information, as can be documented by written records created at the time of such independent discovery or development.
7.1.2 Subject to Section 7.1.3, below, all Confidential Information, if disclosed in a writing or embodied in a tangible item or product, shall be marked "confidential" or, if disclosed orally or in an intangible form, shall within a reasonable period but in no event more than forty-five (45) days following such disclosure be reduced to (or summarized in) writing, marked "confidential" and delivered by the disclosing party to the receiving party.
7.1.3 Notwithstanding anything to the contrary in this Agreement (including Section 7.1.2), for purposes of this Agreement: (i) Amgen Technology and all oral or written communications regarding the Amgen Technology are, and shall remain, Confidential Information of Amgen; and (ii) the Collaboration Technology and Joint Technology exclusively licensed to Amgen and all oral or written communications regarding the Collaboration Technology and Joint Technology exclusively licensed to Amgen, the source data and information therefor, and/or the reports (or any [***] CONFIDENTIAL TREATMENT OF REDACTED PORTIONS HAS BEEN REQUESTED data or information acquired through its dealings with contained therein) described in Article 2.0 are, and shall be considered, the other Party for publicity or marketing purposes without the prior written consent Confidential Information of the other PartyAmgen.
Appears in 2 contracts
Samples: Research Agreement (Array Biopharma Inc), Research Agreement (Array Biopharma Inc)
Obligations of Confidentiality. 2.1 The Recipient shall keep In consideration for the Disclosing Party's Party making available Confidential Information to the Recipient, or (in accordance with paragraph 7) to any of its Agents, the Recipient undertakes in favour of the Selling Shareholder, the Disclosing Party and its Affiliates that it and its Agents will:
2.1.1 use the Confidential Information only for the purpose of evaluating the Transaction and without prejudice to the generality of the foregoing will not use any Confidential Information so as to procure a commercial advantage over the Disclosing Party or any of its Affiliates;
2.1.2 treat and safeguard as private and confidential andall Confidential Information received at any time pursuant to this agreement by the Recipient or such Agents (as the case may be);
2.2 not at any time during the term of this agreement, except with without the prior written consent of the Disclosing Party, shall:
(a) not use 2.2.1 disclose or exploit reveal 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 partyperson or other party whatsoever, 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 other than 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 ’s Agents as are required in the course of their duties to receive and consider the same security measures and degree for the purpose of care to the Confidential Information as Transaction, all of whom the Recipient applies undertakes 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 inform of the confidential nature of the Confidential Information before disclosureInformation;
(b) it procures that its Representatives shall, in relation 2.2.2 disclose to any person either the fact that discussions or negotiations are taking place between the parties or any of the terms, conditions or other facts with respect to the Transaction including the status thereof; and/or
2.2.3 permit or procure any other person to act on or use any of the Confidential Information disclosed to them, comply with this Agreement other than as if they were the Recipient and, if the Disclosing Party so requests, contemplated herein;
2.3 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 if disclosure 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 made (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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to timeagreement) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority third party (including, without limitation, any relevant securities exchange) or the Recipient’s Agents), such party agrees to be bound by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use the obligations of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other PartyRecipient under this agreement as if it were party hereto.
Appears in 2 contracts
Samples: Joint Venture Agreement (Randgold Resources LTD), Joint Venture Agreement (Randgold Resources LTD)
Obligations of Confidentiality. 2.1 The Recipient shall keep Each Party recognizes and acknowledges the competitive value and confidential nature of the Confidential Information and the damage that could result to the Disclosing Party's Party if Confidential Information confidential andcontained therein is disclosed to any person. As a condition to and in consideration of Confidential Information being provided to the Receiving Party and its Representatives, except with the prior written consent of the Disclosing Party, shalleach Receiving Party undertakes and agrees as follows:
(a) not use or exploit the to hold and cause its Representatives to hold Confidential Information provided hereunder now or in the future in accordance with the provisions of this Agreement and not to disclose or permit it to be disclosed to any way except person, firm or company other than the Receiving Party’s Representatives who need to know such information for the Permitted Purpose;
(b) not disclose or make available only to use the Confidential Information in whole or in part to for the Permitted Purpose and not for any third party, except as expressly permitted by this Agreementother purpose;
(c) not copy, reduce to writing or otherwise record the ensure that each Representative to whom disclosure of Confidential Information except as strictly necessary for is made by the Purpose (and any such copies, reductions to writing and records shall be the property Receiving Party is fully aware in advance of the Disclosing Receiving Party);
(d) keep separate the Confidential Information from all documents ’s obligations under this Agreement and other records of the Recipient;
(e) apply the same security measures to take full responsibility 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 remain fully liable for any actions 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 omissions 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, are not in relation to any Confidential Information disclosed to them, comply accordance 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 to keep confidential and not reveal to any person, firm or company (other than Representatives) the failure of any Representative to comply fact that Confidential Information has been made available in connection with the terms Permitted Purpose, that discussions or negotiations are taking place or have taken place between the Parties concerning a potential Transaction between the Parties, including the status of such discussions or the termination of such discussions or negotiations, or any opinions or view with respect to the Confidential Information. Each Party hereby acknowledges that it is aware, and it will advise its Representatives who are informed as to the matters which are the subject of this Agreement.
2.3 A Party may disclose , that Confidential Information may include material non-public information and that United States securities laws impose restrictions on trading securities when in possession of such information and on communicating such 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 person under circumstances in which it is legally permitted reasonably foreseeable that such person is likely to do so, it gives the other trade in such securities. Neither Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance nor its Representatives will initiate any communications with this Clause 2.3 , it takes into account the reasonable requests any Representatives of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard concerning the Confidential Information from unauthorised access or use.
2.6 No Information, nor shall either Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent Representatives contact any member of management or any employee of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (includingcustomers, without limitation, any relevant securities exchange) or by any Court suppliers or other authority of competent jurisdiction.
2.7 No Party shall make use of third parties that conduct business with the other Party's name or any information acquired through its dealings with , in each case other than (a) individuals who have been specifically designated and approved by the other Party for publicity such communications and (b) customers, suppliers or marketing purposes without other third parties that the prior written consent Party or its Representatives communicate with in the ordinary course of their respective businesses so long as such communications are made in the other Partyordinary course of business and do not reference any Confidential Information.
Appears in 1 contract
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) a. not use or exploit the Confidential Information in any way except for the Purpose;
(b) 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) 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) d. not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
e. keep separate the Confidential Information from all documents and other records of the Recipient;
(e) f. apply the same security measures 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) g. keep a written record of: of any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information; and
h. ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises.
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, Purpose provided that:
(a) a. it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) 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 Agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and
(c) c. it keeps a written record of these Representatives; and
(d) , and 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 (includingauthority, without limitation any relevant securities exchange) or by a Court 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 not prohibited and is given in accordance with this Clause 2.3 2.3, it takes into account the reasonable requests of the other Disclosing Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 2.5 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
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 Due to the mutual sharing of Confidential Information as the Recipient applies to its own Information, each Party undertakes to: Keep 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 all 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 Party and protect the confidential nature of the Confidential Information before disclosure;
in at least the same way as own Confidential Information of a similar nature. Neither Party will act with less than due diligence in the protection of such Confidential Information; Use or apply Confidential Information received from the other Party solely for the purposes of the Project; Do not use, copy, adapt, change, give up possession, or use Confidential Information received from the other Party for any other purpose or own purposes other than the purpose set out in (b2) it procures that its Representatives shallabove; At any time, in relation to regardless of the progress of the negotiations, not disclose or otherwise make available, without the written consent of the other Party, any Confidential Information disclosed of the other Party or its Customers to themthird parties, excluding: Members of the management board, partners, persons and companies cooperating with the Party or employees of the Receiving Party, for whom the receipt and reading of Confidential Information is necessary due to its involvement in the implementation of the Project, provided that that Party ensures that its members management, partners, individuals and companies cooperating with the Party or employees who gain access to Confidential Information will comply with the terms of this Agreement as if they were a party to this Agreement; Legal and tax advisers to the Recipient andReceiving Party for advice, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent proviso that these advisers gaining access to those contained Confidential Information have undertaken to maintain confidentiality or are bound by a statutory obligation of confidentiality at least to the extent provided for in this Agreement; and
(c) it keeps a written record of these Representatives; and
(d) it shall at Provide an adequate and secure way to store 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of received from the other Party in relation to the content of this disclosure, to the extent that material form while it is legally permitted to do so.
2.4 The Recipient mayin its storage or under its control, howeverand At the request of the Disclosing Party, provided that the Recipient has reasonable grounds to believe that return or destroy at its own expense any materials containing any Confidential Information received from the Disclosing Party is involved together with all copies in activity that may constitute a criminal offence under its possession or in the Xxxxxxx Xxx 0000possession of the persons referred to in item (4), disclose Confidential Information to with the Serious Fraud Office without first notifying exception of one copy of any documents created by the Receiving Party, such as reports, opinions or advice, intended for its Clients or for the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by in connection with the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent implementation of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (includingProject, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdictiontogether with all working documentation.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Circumvention, Non Disclosure Agreement (Ncnda)
Obligations of Confidentiality. 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent 3.1 To assure protection of the Disclosing PartyConfidential Information, the Recipient shall:
(a) not use or exploit maintain the Confidential Information in strict confidence;
(b) not disclose the Confidential Information directly or indirectly to any way other party (other than its Representatives) without in each instance having first obtained the express prior written consent of the Company;
(c) not use or copy the Confidential Information except for the Purpose;
(bd) not disclose alter, modify, disassemble, reverse engineer, or make available decompile the Confidential Information;
(e) protect the Confidential Information against unauthorized disclosure by any of the employees, consultants or agents of the Recipient by the taking of all reasonable precautions, including the limiting of access to the information received hereunder to employees, consultants and agents who are bound by obligations of confidentiality, non-use and non-disclosure at least as stringent as those set forth in whole or in part to any third party, except as expressly permitted by this Agreement;
(cf) not copy, reduce to writing or otherwise record return the Confidential Information except as strictly necessary for and any whole or partial copies to the Purpose Company promptly upon written request. In the event the parties decide not to enter into the Potential Transaction, then the Recipient and its Representatives shall immediately return all disclosed Confidential Information (and any such copies, reductions copies thereof) to writing and records shall be the property Company. The foregoing obligations to return Confidential Information will not apply to: (i) Confidential Information of the Disclosing Partytype referred to in subsection (vi) of the definition “Confidential Information”, which will be destroyed by the Recipient (except for archival copies of any such Confidential Information, which may be retained for its legal files if and to the extent required to demonstrate compliance with applicable laws or professional standards);
; and (dii) Confidential Information that is in an electronic format on the Recipient’s computer systems, retrieval systems and databases and cannot be returned, which will be deleted by the Recipient (except to the extent contained on back-up media made in the ordinary course of business that are not readily accessible and would not be commercially reasonable to destroy); but the Recipient will continue to keep separate any such Confidential Information confidential in accordance with this Agreement and not use any of the Confidential Information from all documents and for any 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 usepurpose; and
(fg) 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 cause 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 all of the terms foregoing. In addition, the Company will not disclose to any person the existence of this AgreementAgreement or that any discussions between the parties hereto regarding the Potential Transaction are occurring.
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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
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 Each Party acknowledges that it may be furnished, receive or exploit the otherwise have access to Confidential Information of the other Party in any way except for the Purpose;connection with this Agreement.
(b) The Receiving Party will not use or reproduce Confidential Information of the Furnishing Party except as reasonably required to accomplish the purposes and objectives of this Agreement. The Receiving Party will not disclose or make available the Confidential Information in whole or in part of the Furnishing Party to any third partyperson, or appropriate it for the Receiving Party’s own use, or for any other person’s use or benefit, except as expressly specifically permitted by this Agreement;Agreement or approved in writing by the Furnishing Party.
(c) not copy, reduce to writing or otherwise record The Receiving Party will keep 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);Furnishing Party confidential and secure, and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information, but in no event less than reasonable care.
(d) keep separate As necessary to accomplish 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 purposes of this Agreement.
2.3 A , the Receiving Party may disclose Confidential Information of the Furnishing Party to any employee, officer, director, contractor, Service Recipient, agent or representative of the Receiving Party who has a legitimate “need to know” the information in question solely to carry out the responsibilities of the Parties under this Agreement or the purposes and objectives of this Agreement and who is bound in writing to the Receiving Party to protect the confidentiality of the information in a manner at least as stringent as that required of the Receiving Party under this Agreement, and provided that if such party to which such Confidential Information is to be provided is a contractor of the Receiving Party, the requirements of Section 21.2(e) or (f) below (as applicable), shall also apply. The Receiving Party may also disclose Confidential Information of the Furnishing Party to the Receiving Party’s auditors provided they are made aware of the Receiving Party’s obligations of confidentiality with respect to the Furnishing Party’s Confidential Information, and to the Receiving Party’s attorneys.
(e) Supplier may disclose Triple-S Confidential Information only to Approved Subcontractors who have agreed in writing to protect the confidentiality of such Confidential Information in a manner at least as stringent as that required of Supplier under this Agreement and pursuant to written terms requiring such Approved Subcontractors to only permit access to its employees who have a legitimate “need to know” such information in order to provide the subcontracted services approved pursuant to this Agreement. As between the Parties, Supplier shall: (i) cause Supplier Personnel to comply with the confidentiality provisions set forth in this Agreement, and (ii) be responsible for all acts and omissions of Supplier Personnel, Subcontractors and any third party to whom Supplier permits access to Triple-S Data or Triple-S Confidential Information (except to the extent such access is provided by Supplier to a third party (excluding Supplier Affiliates or Subcontractors) at Triple-S’s prior written request). As between the Parties, Triple-S shall: (A) cause Service Recipients to comply with the confidentiality provisions set forth in this Agreement, and (B) be responsible for all acts and omissions of Service Recipients and any third party to whom Triple-S permits access to Supplier Confidential Information (except to the extent such access is provided by Triple-S to a third party (excluding Triple-S Affiliates) at Supplier’s prior written request).
(f) Triple-S may also provide Confidential Information of Supplier to third parties (including outsourcing suppliers and contractors that may replace Supplier under this Agreement) who have a legitimate “need to know” the Confidential Information in question in order to provide services to Triple-S, provided that any such third party is bound to Triple-S to use such Supplier Confidential Information for the sole purpose of providing services to Triple-S, and has agreed to confidentiality obligations at least as stringent to those set forth in this Agreement.
(g) Triple-S and its Affiliates may also disclose Supplier Confidential Information, including this Agreement and the transactions contemplated by this Agreement, in any reports filed or required to be disclosed filed with any regulatory agency or body charged with the administration, oversight or enforcement of regulations applicable to any business conducted by lawTriple-S or any of its Affiliates.
(h) If any unauthorized disclosure, by loss of, or inability to account for 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests Confidential Information of the other Furnishing Party in relation to occurs, the content of this disclosure, to Receiving Party will promptly so notify the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that Furnishing Party and will cooperate with the Recipient has reasonable grounds to believe that the Disclosing Furnishing Party is involved in activity that and take such actions as may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed be necessary or reasonably requested by the Disclosing party Furnishing Party to minimize the violation and any damage resulting from time to time) to safeguard the Confidential Information from unauthorised access or useit.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Master Services Agreement (Triple-S Management Corp)
Obligations of Confidentiality. 2.1 The Recipient shall keep Without the Disclosing Party's Confidential Information confidential and, except with the ’s prior written consent and in consideration of the disclosure to a Receiving Party of any of a Disclosing Party’s Confidential Information and the expenditure of time, effort and expense undertaken or to be undertaken in relation to the Business Purpose, the Parties agree, for themselves and on behalf of their respective directors, officers, employee, consultants, advisors, agents and representatives and on behalf of their respective Affiliates, and their respective Affiliates’ directors, officers, employees, consultants, advisors agents and representatives (collectively, their respective “Representatives”), not to:
(i) publish, make available or otherwise disclose the Disclosing Party, shall:
(a) not use or exploit the ’s 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 partyperson or entity, except provided that the Receiving Party may disclose such information to such of its Representatives as expressly permitted have a need to know solely with respect to the Business Purpose and who shall be bound by obligations of confidentiality no less restrictive than those contained in this Agreement;
(cii) not use the Disclosing Party’s Confidential Information for any purpose other than with respect to engaging in discussions regarding the Business Purpose;
(iii) copy, reduce to writing make extracts 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 reproductions of the Disclosing Party)’s Confidential Information, except as may be required for the purposes of carrying out its consideration of the Business Purpose, and any such permitted copies, extracts or reproductions shall be treated as Confidential Information hereunder;
(div) keep separate incorporate or use any of the Disclosing Party’s Confidential Information in any patent application or for the purpose of claiming any other kind of intellectual property right protection. The Parties acknowledge that neither would intentionally disclose any Confidential Information to the other without the benefit of the terms and conditions of this Agreement. Consequently, the Parties agree to cause their respective Representatives to abide by the confidentiality restrictions contained in this Agreement. Furthermore, any reproduction by a Receiving Party of any Confidential Information from a Disclosing Party shall contain any and all documents confidential and other records of the Recipient;
(e) apply the same security measures proprietary notices and degree of care to the legends which may appear on or in such 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 provided by the Disclosing Party's . The Receiving Party shall be responsible for any disclosure of the other Party’s Confidential Information by its Representatives. If any of the following apply to those of its Representatives who need to know this any information, such information shall not be considered Confidential Information for the Purpose, provided thatInformation:
(a) it informs its Representatives is or becomes available to the public through no action or fault of the confidential nature of the Confidential Information before disclosureReceiving Party or its Representatives;
(b) it procures that is already in the possession of the Receiving Party or its Representatives shall, in relation (as evidenced by its/their prior written records) and is not subject to any Confidential Information disclosed to them, comply with this Agreement as if they were agreement of confidence between 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; andParties;
(c) it keeps is lawfully received by the Receiving Party or its Representatives (as evidenced by its/their prior written records) from a written record third party without any restriction known, after reasonable inquiry, to the Receiving Party to be for the benefit of these Representativesthe Disclosing Party; andor
(d) it shall at all times be liable for is independently developed by the failure Receiving Party or its Representatives (as evidenced by its/their prior written records) without the aid, application or use 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of (and such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed independent development can be properly demonstrated by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or useReceiving Party).
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Mutual Confidentiality and Non Disclosure Agreement
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 Agreementagreement;
(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) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
(e) keep separate the Confidential Information from all documents and other records of the Recipient;
(ef) 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;
(fg) 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; and
(h) ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises.
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 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 Agreementagreement; and
(c) it keeps a written record of these Representatives; and
(d) , and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreementagreement.
2.3 A Party The Recipient may disclose Confidential Information only 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 court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Disclosing Party as much notice of this such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 2.3, it takes into account the reasonable requests of the other Disclosing Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing 2.4 No party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreementagreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
Samples: Non Disclosure Agreement
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) a. not use or exploit the Confidential Information in any way except for the Purpose;
(b) 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) 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) d. not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
e. keep separate the Confidential Information from all documents and other records of the Recipient;
(e) f. 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) g. keep a written record of: of any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information; and
h. ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises.
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) a. it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) 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 Agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and
(c) c. it keeps a written record of these Representatives; and
(d) , and 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 (includingauthority, without limitation any relevant securities exchange) or by a Court 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 not prohibited and is given in accordance with this Clause 2.3 2.3, it takes into account the reasonable requests of the other Disclosing Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 2.5 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
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 shall not, and shall procure that its Representatives shall not: use or exploit the Confidential Information in any way except for the Purpose;
(b) not ; or 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 ; or 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 Purpose. The Recipient may only 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 these Representatives of the confidential nature of the Confidential Information before disclosure;
(b) it procures that disclosure and obtains from its Representatives shall, in relation enforceable undertakings to any keep the Confidential Information disclosed to them, comply with this Agreement confidential in terms at least as if they were extensive and binding upon 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 Representatives as the terms of this Agreement are upon the parties; and at all times, it is responsible for these Representatives' compliance with the obligations set out in this Agreement.
2.3 . A Party 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 (includingauthority, without limitation any relevant securities exchange) or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 2.3, it takes into account the reasonable requests of the other Party party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 . The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 . No Party party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
Samples: Confidentiality Agreement
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 Each Party acknowledges that it may be furnished, receive or exploit the otherwise have access to Confidential Information of the other Party in any way except for the Purpose;connection with this Agreement.
(b) The Receiving Party will not use, disclose or reproduce Confidential Information of the Furnishing Party except as reasonably required to accomplish the purposes and objectives of this Agreement. The Receiving Party will not disclose or make available the Confidential Information in whole or in part of the Furnishing Party to any third partyperson or appropriate it for the Receiving Party’s own use, or for any other person’s use or benefit, except as expressly specifically permitted by this Agreement;Agreement or approved in writing by the Furnishing Party.
(c) not copy, reduce to writing or otherwise record The Receiving Party will keep 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);Furnishing Party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information, but in no event less than reasonable care.
(d) keep separate As necessary to accomplish the Confidential Information from all documents purposes 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 objectives of this Agreement.
2.3 A , the Receiving Party may disclose Confidential Information of the Furnishing Party to any employee, officer, director, contractor, Service Recipient, agent or representative of the Receiving Party who is bound to the extent Receiving Party to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party under this Agreement. As necessary to accomplish the purposes and objectives of this Agreement, Health Net may also provide Confidential Information of Supplier to contractors (including outsourcing suppliers that may replace Supplier under this Agreement) who provide services to Health Net, provided any such contractor and outsourcing supplier (but not their employees) (i) is bound to Health Net to use such Confidential Information is for the sole purpose of providing services to Health Net, and (ii) shall, prior to receipt of any Confidential Information, execute a non-disclosure agreement for Supplier substantially in the form set forth in Schedule N (the “Non-Disclosure Agreement”), provided further that (A) Supplier has the right to make reasonable modifications to the form of Non-Disclosure Agreement, and (B) Supplier shall consider in good faith any changes to the form Non-Disclosure Agreement reasonably requested by a contractor or outsourcing supplier and shall not unreasonably withhold agreement to any such changes. The Receiving Party may also disclose Confidential Information of the Furnishing Party to the Receiving Party’s Auditors provided they are made aware of the Receiving Party’s obligations of confidentiality with respect to the Furnishing Party’s Confidential Information and such Auditors are obligated to maintain the confidentiality of such Confidential Information on terms that are substantially equivalent to the terms of this Section 21 (Confidentiality). Health Net and its Affiliates may also disclose Supplier Confidential Information, including this Agreement and the transactions contemplated by this Agreement, in any reports furnished, filed or required to be disclosed filed with the Securities and Exchange Commission (“SEC”) pursuant to the rules and regulations promulgated by lawthe SEC, as well as to the New York Stock Exchange and any other Regulator charged with the administration, oversight or enforcement of regulations applicable to any business conducted by Health Net or any governmental of its Affiliates (collectively, the “SEC and Regulatory Filing Requirements”). In the event that Health Net or other regulatory authority (including, without limitation any relevant securities exchange) or its Affiliates intend to disclose Supplier Confidential Information as permitted by a Court or other authority of competent jurisdiction provided thatthe immediately preceding sentence it will, to the extent it is legally permitted commercially practicable, notify Supplier prior to do so, it gives disclosing the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited information and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests provide copies of the other Party in relation intended disclosure to the content allow Supplier to comment on such disclosures. If Supplier requests that Health Net or its Affiliates request confidential treatment of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access by the SEC or useother Regulator, Health Net or the applicable Affiliate will make such request and will take all commercially reasonable actions to obtain confidential treatment. Notwithstanding the foregoing, Health Net shall maintain sole discretion regarding compliance with SEC and Regulatory Filing Requirements.
2.6 No Party shall make(e) If any unauthorized use, disclosure, loss of, or permit inability to account for any person to make, any public announcement concerning this AgreementConfidential Information of the Furnishing Party occurs, the Purpose or its prospective interest in Receiving Party will promptly so notify the Purpose without the prior written consent of the other Furnishing Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings and will cooperate with the other Furnishing Party for publicity and take such actions as may be necessary or marketing purposes without reasonably requested by the prior written consent of Furnishing Party to minimize the other Partyviolation and any damage resulting from it.
Appears in 1 contract
Obligations of Confidentiality. 2.1 The Recipient Party that has received Confidential Information (the “Receiving Party”) shall keep exercise the same degree of care and protection with respect to the Confidential Information of the Party that has disclosed Confidential Information to the Re- ceiving Party (the “Disclosing Party's ”) that it exercises with respect to its own Confidential Infor- mation, but in no event shall the Receiving Party exercise less than a reasonable standard of care. The Receiving Party shall not disclose, copy, distribute, republish, or allow any Third Party to have access to any Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:
. Notwithstanding the above: (a) not use or exploit the Denver Water may disclose Consultant Confidential Information in any way except for to its employees, consultants, auditors, agents, and representatives, to the Purpose;
extent they are providing services to or on behalf of Denver Water; (b) not disclose Consultant shall limit disclosure of Confi- dential Information to only its employees, representatives and/or agents who are required to as- sist the Consultant in meeting the Consultant’s obligations under the Agreement, provided that each such representative and/or agent has previously executed a confidentiality and nondisclo- sure agreement in the form substantially similar to these Non-disclosure Terms and Conditions prior to and as a condition of receiving or make available the getting access to Denver Water’s Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;
Infor- mation; (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 either Party may disclose Confidential Information to the extent such Confidential Information is if so required to be disclosed by law, by any governmental law (including court order 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, howeversubpoena), provided that the Recipient has reasonable grounds such Party will comply with paragraph 7 (Notification Obligations) prior to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient ; and (d) Consultant shall establish and maintain adequate security measures (including any take reasonable security measures proposed by the Disclosing party from time steps to time) ensure that its employees to safeguard whom it provides the Confidential Information from unauthorised access or usecomply with these Non-Dis- closure Terms and Conditions.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Master Services Agreement
Obligations of Confidentiality. 2.1 The Recipient (a) Misonix shall keep maintain any and all of the Disclosing Party's Licensed Technology and other PuriCore proprietary information, any promotion, product, strategy or business results that may be disclosed to Misonix, including the terms, rights and obligations of this Agreement (“PuriCore Confidential Information confidential and, except with Information”) in confidence and shall not (i) release or disclose any tangible or intangible component thereof to any Third Party without first receiving the prior written consent of PuriCore to said release or disclosure or (ii) use the Disclosing Party, shall:
(a) not use or exploit the PuriCore Confidential Information in for any way except purpose other than the performance of this Agreement. This obligation of confidentiality shall survive termination or expiry of this Agreement for a one (1) year period but shall cease to apply to any component of the Purpose;PuriCore Confidential Information which Misonix can prove: (i) is part of the public domain prior to the Effective Date; (ii) becomes a part of the public domain not due to some unauthorized act by or omission of Misonix or its Affiliates after the Effective Date; (iii) is disclosed to Misonix or its Affiliate without an obligation of confidentiality by a Third Party who has the right to make such disclosure; (iv) is required by law to be disclosed provided that Misonix has given prior written notice to PuriCore and has reasonably cooperated with PuriCore to resist or limit such disclosure, or (v) can be shown by documentary evidence to have been independently discovered or developed by the other Party without reference to or use of the furnishing Party’s Confidential Information.
(b) not disclose or make available PuriCore shall maintain any and all of the Confidential Information in whole or in part Misonix proprietary information disclosed to any third partyPuriCore, except as expressly permitted by including the terms, rights and obligations of 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 reports and other records of the Recipient;
(e) apply the same security measures and degree of care information supplied by Misonix pursuant 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 , and any promotion, product, strategy or business results that may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by Misonix to PuriCore (“Misonix Confidential Information”) in confidence and shall not (i) release or disclose any governmental tangible or other regulatory authority (including, without limitation intangible component thereof to 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office third party without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without receiving the prior written consent of Misonix to said release or disclosure or (ii) use the Misonix Confidential Information for any purpose other than the performance of this Agreement. This obligation of confidentiality shall survive termination or expiry of this Agreement for a one (1) year period but shall cease to apply to any component of the Misonix Confidential Information which PuriCore can prove: (i) is part of the public domain prior to the Effective Date; (ii) becomes a part of the public domain not due to some unauthorized act by or omission of PuriCore or its Affiliates after the Effective Date; (iii) is disclosed to PuriCore without an obligation of confidentiality by a Third Party who has the right to make such disclosure; (iv) is required by law to be disclosed provided that PuriCore has given prior written notice to Misonix and has reasonably cooperated with Misonix to resist or limit such disclosure or (v) can be shown by documentary evidence to have been independently discovered or developed by the other Party (such consent not without reference to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other furnishing Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party’s Confidential Information.
Appears in 1 contract
Samples: Product License and Distribution Agreement (Misonix Inc)
Obligations of Confidentiality. 2.1 6.2.1 Except as otherwise provided in this Agreement, during the Term and for [ * ] years thereafter, the Recipient (a) will keep confidential, and will cause its Representatives to keep confidential, all of the Confidential Information of the Discloser, and (b) will not disclose the Confidential Information of the Discloser to any Third Party. The Recipient shall keep agrees to take such action, and to cause its Representatives to take such action, to preserve the Disclosing Party's confidentiality of the Confidential Information of the Discloser as the Recipient would customarily take to preserve the confidentiality of the Recipient’s own similar types of Confidential Information, but in no case using less than a reasonable degree of care. [ * ] = Certain confidential andinformation contained in this document, except marked by brackets, has been omitted and filed separately with the prior written consent Securities and Exchange Commission pursuant to Rule 24b-2 of the Disclosing PartySecurities Exchange Act of 1934, shallas amended.
6.2.2 Notwithstanding anything to the contrary in this Article, the Recipient and its Representatives may disclose the Confidential Information of the Discloser in connection with the exercise of rights granted to it hereunder to:
(a) not use Governmental Authorities, including Regulatory Authorities, to the extent reasonably deemed desirable or exploit the Confidential Information in any way except necessary to apply for, obtain or maintain INDs or Regulatory Approvals for the PurposeLicensed Product or file applications for, prosecute, maintain or enforce the Licensed Patents or the Kowa Improvement Patents or otherwise comply with Law;
(b) not disclose other Representatives, advisory boards, managed care organizations, non-clinical and clinical investigators, and contracted clinical research organizations and clinical trial sites, as needed in connection with Development or make available Commercialization of Licensed Product as contemplated hereunder; provided, however, that the Recipient enters into a confidentiality agreement or otherwise has an enforceable obligation of confidentiality with such Person before disclosing any of the Discloser’s Confidential Information in whole or in part to any third party, except as expressly permitted by this AgreementInformation;
(c) not copyin connection with prosecuting or defending litigation; provided, reduce however, that the Recipient or Representative uses reasonable efforts to writing or otherwise record limit the dissemination of such information, including by use of protective orders and the like, as such Recipient would use for its own similar types of 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)Information;
(d) keep separate in connection with the resolution of disputes under this Agreement; provided, however, that such Recipient will use reasonable efforts to limit the dissemination of such information, including by use of protective orders and the like, as such Recipient would use for its own similar types of Confidential Information from all documents and other records of the Recipient;Information; and
(e) apply in connection with filings required by security regulations and the same security measures rules and degree regulations of care any securities exchanges upon which the Recipient’s securities are traded; provided, however, that such Recipient will use reasonable efforts to limit the Confidential Information dissemination of such information, including by use of protective orders and the like, as the such Recipient applies to would use for 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 similar types 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 . [ * ] = Certain 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 information 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 document, marked by brackets, has been omitted and filed separately with the terms of this Agreement.
2.3 A Party may disclose Confidential Information Securities and Exchange Commission pursuant 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests Rule 24b-2 of the other Party in relation to the content Securities Exchange Act of this disclosure1934, to the extent that it is legally permitted to do soas amended.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Exclusive License Agreement (CymaBay Therapeutics, Inc.)
Obligations of Confidentiality. 2.1 The Recipient Receiving Party agrees not to use any Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement. The Receiving Party shall keep not disclose or permit disclosure of any Confidential Information to third parties or to employees of the Receiving Party, other than directors, officers, employees, consultants and agents of the Receiving Party ("Representatives") who are required to have the information to exercise the rights in or perform the obligations under this Agreement. The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such Confidential Information. Such measures shall include, without limitation, taking the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its Representatives. The Receiving Party agrees to notify the Disclosing Party in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information that may come to the Receiving Party's attention. The obligations of this Section 4(b) shall survive expiration or termination of this Agreement for a period of three (3) years from such termination or expiration; provided, that the obligations of the Parties regarding the use, protection and confidentiality of Confidential Information confidential and, except with that constitutes a trade secret of the prior written consent Disclosing Party shall survive the termination or expiration of this Agreement for so long as such Confidential Information remains a trade secret of the Disclosing Party. Without limiting the foregoing, 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, and except as expressly permitted by this Agreement;
(c) otherwise agreed to between Spin and City, City shall not copy, reduce to writing modify, translate, decompile, disclose, distribute, publish, export, re-export, sublicense, sell, rent, lease, commercialize, modify, create any derivative works based on, disassemble, reverse engineer, or otherwise record exploit the Confidential Information except as strictly necessary for the Purpose (Usage Data in any manner. Spin owns all right, title and any such copies, reductions to writing interest in 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 Usage Data and hereby grants to City a limited, non-exclusive license to access 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 not prohibited and is given Usage Data in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content restrictions of this disclosure, to the extent that it is legally permitted to do soSection 4.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Obligations of Confidentiality. 2.1 The Recipient shall, and shall procure that its Representatives 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 Agreementagreement;
(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) not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
(e) keep separate the Confidential Information from all documents and other records of the Recipient;
(ef) 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;
(fg) 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.; and
2.2 The Recipient may only 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 these Representatives of the confidential nature of the Confidential Information before disclosure;disclosure and obtains from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the parties; and
(b) at all times, 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 is responsible for these Representatives' compliance with the Disclosing Party on terms equivalent to those contained obligations set out 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 Agreementagreement.
2.3 A Party 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 limitation, by a Court court or other authority of competent jurisdiction jurisdiction) provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 2.3, it takes into account the reasonable requests of the other Party party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.disclosure.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 2.5 No Party party shall make, or permit any person to make, any public announcement concerning this Agreementagreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
2.6 The Recipient shall ensure that incident reporting mechanisms are in place with the Trust which ensures the reporting of any incidents, their causes and resolving actions pertaining related to this contract and its purpose are communicated to the Trust.
Appears in 1 contract
Samples: Data Protection Contract
Obligations of Confidentiality. 2.1 The Recipient shall keep In consideration of the provision of Confidential Information by the Disclosing Party or acquisition thereof by the Receiving Party's , the Receiving Party shall:-
2.1.1 take proper and all reasonable measures to ensure the confidentiality of all Confidential Information, including keeping it separate from information belonging to the Receiving Party;
2.1.2 use such Confidential Information confidential and, except with only for the prior written consent of the Disclosing Party, shall:Proper Use;
(a) not use or exploit the 2.1.3 permit access to such Confidential Information in any way except for the Purpose;
(b) not disclose or make available the Confidential Information in whole or in part only to any third party, except as expressly permitted by this Agreement;
(c) not copy, reduce such of its employees having a need to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any know 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 are bound to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying confidentiality by their employment agreements 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 otherwise and inform each 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 such employees of the confidential nature of the Confidential Information before disclosureand of the obligations on the Receiving Party in respect thereof;
2.1.4 make copies of the Confidential Information only to the extent that the same are strictly required for the Proper Use;
2.1.5 treat all Confidential Information with the degree of care to avoid disclosure to any third party as is used with respect to the Receiving Party’s own information of like importance which is to be kept confidential; and
2.1.6 promptly return all Confidential Information to the Disclosing Party upon its written request or (bat the Disclosing Party’s option) it procures that its Representatives destroy all such Confidential Information and provide to the Disclosing Party a certificate of such destruction signed by a duly authorised officer of the Receiving Party.
2.2 Where any Confidential Information is the subject of any national or governmental security regulations the Receiving Party shall, in relation and hereby undertakes to, take such measures as may be required by such regulations to protect such Confidential Information.
2.3 Without prejudice to any obligations imposed on and assumed by the Receiving Party under any national or governmental security regulations the obligations of confidentiality herein shall not apply to any Confidential Information disclosed to them, comply with this Agreement as if they were which the Recipient and, if Receiving Party by its written records can show:-
2.3.1 was in the Disclosing possession of the Receiving 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 before such Confidential Information was imparted or disclosed by the Disclosing Party; or
2.3.2 is independently developed by any servant, agent or employee of the Receiving Party without access to, use or knowledge of the Confidential Information and to whom no disclosure of the Confidential Information has been made; or
2.3.3 is in or subsequently comes into the public domain other than by breach by the Receiving Party of its obligations hereunder; or
2.3.4 is received by the Receiving Party without restriction on disclosure or use from a third party which the Receiving Party honestly believes is entitled to make such disclosure; or
2.3.5 is approved for release by the written agreement of the Disclosing Party; or
2.3.6 is required to be disclosed by law, by law or the rules of any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction organisation: provided that, that if the Receiving Party is to the extent it is legally permitted to do somake such disclosure, it gives shall give the other Disclosing Party as much prior notice of this disclosure thereof as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe reasonably practicable so that the Disclosing Party is involved may seek such protective orders or other confidentiality protection as the Disclosing Party, in activity that its sole discretion, may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying elect and shall reasonably co-operate with the Disclosing Party in protecting the confidential or proprietary nature of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not which is to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdictionso disclosed.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligations of Confidentiality. 2.1 3.1 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 Permitted 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 Agreementagreement provided that, for the avoidance of doubt, no Xxxxxxx Group Company shall be considered a third party for the purposes of this agreement;
(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Permitted 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;; and
(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: , and shall apply any document or other Confidential Information received reasonable security measures proposed by the Disclosing party from the other in tangible form; any copy made of the Confidential Informationtime to time.
2.2 3.2 The Recipient may disclose the Disclosing Party's Confidential Information to its professional advisors and to those of its Representatives (and the Representatives of members of its Group) who need to know this Confidential Information for the Permitted Purpose, provided that:
(a) it informs its Representatives such persons of the confidential nature of the Confidential Information before disclosure;
(b) it procures that its Representatives such persons shall, in relation to any Confidential Information disclosed to them, comply with this Agreement agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative such person enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreementagreement; and
(c) it keeps a written record of these Representatives; and
(d) such persons, and it shall at all times be liable for the failure of any Representative such person to comply with the terms of this Agreementagreement.
2.3 3.3 A Party 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 (includingauthority, without limitation any relevant securities exchange) or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 3.3, it takes into account the reasonable requests of the other Party party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing 3.4 No party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreementagreement, the Permitted Purpose or its prospective interest in the Permitted Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
Samples: Confidentiality Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep Receiving Party will maintain the Disclosing Party's ’s Confidential Information, as well as any notes or documents prepared by the Receiving Party that contain, summarize or are otherwise based upon the Confidential Information confidential (“Work Product”), in the strictest confidence and, ,
(i) except with the prior written consent of the Disclosing Party, shall:
(a) will not use or exploit the disclose such Confidential Information in any way except for the Purpose;
(b) not disclose or make available the Confidential Information in whole or in part Work Product to any third party, or,
(ii) except as expressly permitted by this Agreement;
(c) not copy, reduce is reasonably necessary to writing or otherwise record evaluate 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 Business 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the Disclosing Party, will not use or reproduce such Confidential Information or Work Product. The Receiving Party will maintain all of the Disclosing Party’s Confidential Information and Work Product in a safe and secure manner, using physical, virtual and cyber security measures consistent with best industry practice. The Receiving Party will use all commercially reasonable steps to protect the Disclosing Party’s Confidential Information and Work Product from unauthorized or inadvertent disclosure, but in any event, steps no less stringent than it uses to protect its own similar Confidential Information. Notwithstanding anything in the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s affiliates, officers, directors, partners, employees, accountants, lawyers, advisors and other consultants or representatives (collectively “Related Persons”), but only to the extent necessary to pursue the Business Purpose. Each Receiving Party (such consent not to be unreasonably withheld or delayed) except as required by law or will ensure that all of its Related Persons that receive any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority Confidential Information of competent jurisdiction.
2.7 No the Disclosing Party shall make use of the other Party's name or any information acquired through its dealings be obligated to maintain such Confidential Information in strictest confidence and otherwise in accordance with the other terms of this Agreement. The Receiving Party shall be responsible for publicity any acts or marketing purposes without omissions of its Related Persons that violate the prior written consent terms of the other Partyor result in a breach of this Agreement.
Appears in 1 contract
Samples: Professional Services
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 Each Party acknowledges that it may be furnished, receive or exploit the otherwise have access to Confidential Information of the other Party in any way except for the Purpose;connection with this Agreement.
(b) The Receiving Party will not reproduce Confidential Information of the Furnishing Party except as reasonably required to accomplish the purposes and objectives of this Agreement. The Receiving Party will not disclose or make available the Confidential Information in whole or in part of the Furnishing Party to any third partyperson or appropriate it for the Receiving Party’s own use, or for any other person’s use or benefit, except as expressly specifically permitted by this Agreement;Agreement or approved in writing by the Furnishing Party.
(c) not copy, reduce to writing or otherwise record The Receiving Party will keep 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);Furnishing Party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information, but in no event less than reasonable care.
(d) keep separate As necessary to accomplish 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 purposes of this Agreement.
2.3 A , the Receiving Party may disclose Confidential Information of the Furnishing Party to any employee, officer, director, contractor, Service Recipient, agent or representative of the Receiving Party who has a legitimate “need to know” the information in question and who is bound to the Receiving Party to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party under this Agreement. The Receiving Party may also disclose Confidential Information of the Furnishing Party to the Receiving Party’s regulatory agencies and Auditors provided they are made aware of the Receiving Party’s obligations of confidentiality with respect to the Furnishing Party’s Confidential Information. Notwithstanding the forgoing, Health Net and its Affiliates shall be permitted to disclose Supplier Confidential Information, including this Agreement and the transactions contemplated by this Agreement to the extent such Confidential Information is required by law, in any periodic reports filed or required to be disclosed filed with the Securities and Exchange Commission (“SEC”), as well as the New York Stock Exchange, without making such entities aware of Receiving Party’s obligations of confidentiality. Health Net agrees that with respect to any filing of the Agreement required by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by that it will work in good faith with Supplier in connection with the preparation and filing of a Court or other authority of competent jurisdiction provided that, confidentiality treatment request relating to the extent it is legally permitted to do so, it gives Agreement. In the other Party as much notice event that a disclosure of this disclosure as possible and, where notice of disclosure Agreement is to be made to a regulatory agency that is not prohibited and is given in accordance with this Clause 2.3 required by law, it takes into Receiving Party shall use reasonable efforts to seek appropriate confidentiality protection of such information from such agencies.
(e) If any unauthorized disclosure, loss of, or inability to account the reasonable requests for any Confidential Information of the other Furnishing Party in relation to occurs, the content of this disclosure, to Receiving Party will promptly so notify the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that Furnishing Party and will cooperate with the Recipient has reasonable grounds to believe that the Disclosing Furnishing Party is involved in activity that and take such actions as may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed be necessary or reasonably requested by the Disclosing party Furnishing Party to minimize the violation and any damage resulting from time to time) to safeguard the Confidential Information from unauthorised access or useit.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Master Agreement (Health Net Inc)
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 Each Party acknowledges that it may be furnished, receive or exploit the otherwise have access to Confidential Information of the other Party in any way except for the Purpose;connection with this Agreement.
(b) The Receiving Party will not reproduce Confidential Information of the Furnishing Party except as reasonably required to accomplish the purposes and objectives of this Agreement. The Receiving Party will not disclose or make available the Confidential Information in whole or in part of the Furnishing Party to any third partyperson or appropriate it for the Receiving Party’s own use, or for any other person’s use or benefit, except as expressly specifically permitted by this Agreement;Agreement or approved in writing by the Furnishing Party.
(c) not copy, reduce to writing or otherwise record The Receiving Party will keep 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);Furnishing Party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information, but in no event less than reasonable care.
(d) keep separate As necessary to accomplish 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 purposes of this Agreement.
2.3 A , the Receiving Party may disclose Confidential Information of the Furnishing Party to any employee, officer, director, contractor, Service Recipient, agent or representative of the Receiving Party who has a legitimate “need to know” the information in question and who is bound to the extent Receiving Party to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party under this Agreement. Health Net may also provide Confidential Information of Supplier to contractors (including outsourcing suppliers that may replace Supplier under this Agreement) who have a legitimate “need to know” the Confidential Information in question in order to provide services to Health Net, provided any such contractor and outsourcing supplier (i) is bound to Health Net to use such Confidential Information is for the sole purpose of providing services to Health Net that relate to Deliverables, In-Scope Applications, or the Services, and (ii) shall, prior to receipt of any Confidential Information, execute a non-disclosure agreement with Supplier substantially in the form set forth in Schedule S (the “Non-Disclosure Agreement”), provided further that (A) Supplier has the right to make reasonable modifications to the form of Non-Disclosure Agreement, and (B) Supplier shall consider in good faith any changes to the form Non-Disclosure Agreement reasonably requested by a contractor or outsourcing supplier and shall not unreasonably withhold agreement to any such changes. The Receiving Party may also disclose Confidential Information of the Furnishing Party to the Receiving Party’s Auditors provided they are made aware of the Receiving Party’s obligations of confidentiality with respect to the Furnishing Party’s Confidential Information. Health Net and its Affiliates may also disclose Supplier Confidential Information, including this Agreement and the transactions contemplated by this Agreement, in any periodic reports filed or required to be disclosed filed with the Securities and Exchange Commission (“SEC”) pursuant to the rules and regulations promulgated by lawthe SEC, by as well as to the New York Stock Exchange and any governmental or other regulatory authority agency or body charged with the administration, oversight or enforcement of regulations applicable to any business conducted by Health Net or any of its Affiliates.
(includinge) If any unauthorized disclosure, without limitation loss of, or inability to account for 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests Confidential Information of the other Furnishing Party in relation to occurs, the content of this disclosure, to Receiving Party will promptly so notify the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that Furnishing Party and will cooperate with the Recipient has reasonable grounds to believe that the Disclosing Furnishing Party is involved in activity that and take such actions as may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed be necessary or reasonably requested by the Disclosing party Furnishing Party to minimize the violation and any damage resulting from time to time) to safeguard the Confidential Information from unauthorised access or useit.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Obligations of Confidentiality. 2.1 The Recipient Receiving Party shall keep maintain the confidentiality of the Confidential Information of the Disclosing Party's Party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. The Receiving Party shall not disclose the Confidential Information confidential andto any employees or to any third parties except to the representatives or employees of the LMG Marine AS, except Receiving Party’s employees or lawyers who have a need to know and to a party/parties with whom the Receiving Party is considering to submit a joint tender to the competition and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein (“Permitted Persons”), provided that the Receiving Party shall be liable for breach by any such employee as well as the prospective party/parties to the joint tender. Any and all disclosures other than to the Permitted Persons require a prior written consent of the Disclosing Party, shall:
(a) . The Receiving Party shall not use or exploit make any copies of the Confidential Information in any way received from the Disclosing Party except as necessary for the Purpose;
(b) not Permitted Persons. Any copies, which are made, shall be identified as belonging to the Disclosing Party and marked “confidential”, “proprietary”, “secret” or with a similar legend. The Disclosing Party has no obligation to disclose or make available Confidential Information to the Receiving Party. The Disclosing Party may at any time cease giving Confidential Information to the Receiving Party without any liability. The Receiving Party shall return documents and material that contain the Confidential Information promptly and in whole or in part to any third party, except as expressly permitted by this Agreement;
case within 7 (cseven) not copy, reduce to writing or otherwise record days after the request of the Disclosing Party. The documents and material that contain the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be destroyed if it is not possible to return them (e.g. in case of electronic documents). The foregoing obligations shall not apply to electronic copies made in the course of routine back-up procedures, or to the retention of documents and material for archival purposes on the basis of mandatory provisions of applicable laws. These obligations shall not prevent the disclosure of Confidential Information, which is required under mandatory provisions of applicable laws, regulations, court order, judicial or other government order, provided that the Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure (unless such notice is not allowed under mandatory law). Title to or the right to possess Confidential Information as between the Parties will remain in the Disclosing Party. Confidential Information and rights related thereto shall be deemed the exclusive property of the Disclosing Party);
(d) keep separate . Unless otherwise expressly agreed, no right whatsoever thereto is acquired by the Confidential Information from all documents and other records Receiving Party. When duly signed by both Parties, this Agreement shall be effective as of the Recipient;
latest date of signatures. The obligations of confidentiality set forth in this Agreement shall bind the Parties until the date that is 5 (efive) 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 years from the other in tangible form; date of last signature. Termination of this Agreement shall neither affect the Receiving Party’s obligation to keep confidential and not to disclose to 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 person 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 nor 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall makeobligations incurred, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdictionrights arisen before termination.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligations of Confidentiality. 2.1 The Recipient shall [use reasonable endeavours to] keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives 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 Agreementagreement;
(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) [not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;]
(e) [keep separate the Confidential Information from all documents and other records of the Recipient;]
(ef) [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;]
(fg) [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; and]
(h) [ensure that any document or other records containing Confidential Information shall be kept at its premises at [PREMISES] and shall not remove or allow to be removed such document or records from its premises.]
2.2 The Recipient may only 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 these Representatives of the confidential nature of the Confidential Information before disclosure;disclosure [and obtains from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the parties]; and
(b) at all times, 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 is responsible for these Representatives' compliance with the Disclosing Party on terms equivalent to those contained obligations set out 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 Agreementagreement.
2.3 A Party 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) limitation, [LIST ANY RELEVANT SECURITIES EXCHANGES]), or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible [and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 2.3, it takes into account the reasonable requests of the other Party party in relation to the content of this disclosure, to the extent that it is legally permitted to do so].
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party party shall make, or permit any person to make, any public announcement concerning this Agreementagreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . [No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.]
Appears in 1 contract
Samples: Confidentiality Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep (a) Without limiting clause 13.1, each party agrees not to disclose or permit the Disclosing Party's disclosure of Confidential Information confidential andof the other party (Discloser) or any information relating to the Funds (including this Agreement), except except:
(i) with the prior written consent of the Disclosing Party, shall:
(a) not use or exploit the Confidential Information in any way except for the PurposeDiscloser;
(bii) not disclose to the extent required by law or make available the Confidential Information in whole by a lawful requirement of any government or governmental body, authority or agency or in part to any third party, except as expressly connection with legal proceedings;
(iii) where otherwise permitted by under this Agreement;
(civ) not copyto the recipient's legal advisers or accountants or tax advisers in order to obtain advice in relation to its rights under this Agreement; or
(v) in the case of AHPRA, reduce for public accountability reasons, including a request for information by parliament or a parliamentary committee, or the National Health Practitioners Ombudsman or Privacy Commissioner, and then only to writing or otherwise record the Confidential Information except as extent strictly necessary for that purpose.
(b) In performing the Purpose Accreditation Functions, the Accreditation Authority must:
(i) comply with the Privacy Xxx 0000 (Cth) and any such copiesthe duty of confidentiality and privacy provisions in Part 10, reductions to writing Division 1 and records shall be the property Division 2 of the Disclosing Party);
National Law (d) keep separate the Confidential Information from all documents and other records of the Recipient;
(e) apply in the same security measures and degree of care way that AHPRA would be bound 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 usecomply with those Acts); and
(fii) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Informationdo anything reasonably necessary within its power to ensure AHPRA is able to comply with those Acts and policies.
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(c) Upon request by AHPRA:
(ai) the Accreditation Authority must direct persons it informs its Representatives of the confidential nature of the Confidential Information engages to perform Accreditation Functions, to sign a confidentiality deed before disclosure;
(b) it procures that its Representatives shall, in relation giving them access to any of AHPRA’s or a National Board’s 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 AgreementInformation; and
(cii) it keeps if the Accreditation Authority becomes aware of a written record breach (or possible or anticipated breach) 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 soconfidentiality deed, it gives must take reasonable action to enforce the other Party as much notice of this disclosure as possible anddeed, where notice of disclosure is not prohibited including all reasonable actions directed by AHPRA, and is given in accordance with this Clause 2.3 , it takes into account authorises AHPRA to enforce the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do sodeed if necessary.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Accreditation Agreement
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 shall not, and shall procure that its Representatives shall not: use or exploit the Confidential Information in any way except for the Purpose;
(b) not ; or 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 ; or 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 Purpose. The Recipient may only 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 these Representatives of the confidential nature of the Confidential Information before disclosure;
(b) it procures that disclosure and obtains from its Representatives shall, in relation enforceable undertakings to any keep the Confidential Information disclosed to them, comply with this Agreement confidential in terms at least as if they were extensive and binding upon 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 Representatives as the terms of this Agreement are upon the parties; and at all times, it is responsible for these Representatives' compliance with the obligations set out in this Agreement.
2.3 . A Party 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 (includingauthority, without limitation any relevant securities exchange) or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 2.3, it takes into account the reasonable requests of the other Party party in relation to the content of this disclosure. The Parties acknowledge that the purpose of the placement is the furtherance of the Student’s studies and that information obtained during the placement may be used in coursework and/or exams, both written and oral, including but not limited to dissertations and thesis. Furthermore, the extent that it is legally Student will be permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence submit such work for examination under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of University’s regulations and such disclosure.
2.5 examination may be carried out by external examiners. The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 . No Party party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep the Disclosing Party's Neither Party will use or disclose to Third Parties any Confidential Information confidential andof the other Party (except to comply with its obligations under this Agreement), 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 that each Party may disclose the Disclosing Party's such Confidential Information to those such of its Representatives who need managers, officers, directors, employees and agents (and to know this Confidential Information for the Purpose, provided that:
(a) it informs its Representatives such of the confidential nature managers, officers, directors, employees and agents of the Confidential Information before disclosure;
(bits Affiliates) as reasonably required it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply connection with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a and who agree in writing to be bound by confidentiality agreement with the Disclosing Party on terms equivalent to obligations not less restrictive than those contained in this Agreement; and
(c) it keeps a written record of these Representatives; and
(d) it , and each Party shall at all times be liable for the failure of any Representative to ensure that such managers, officers, directors, employees and agents comply with such obligations and shall be responsible for their failure to do so. Notwithstanding the foregoing, such information may be (i) disclosed to any Governmental Body where such Confidential Information may be required to be included in regulatory filings permitted under the terms of this Agreement or in patent applications filed within the United States Patent and Trademark Office or corresponding international patent offices, (ii) provided to a Party’s employees, advisors and consultants under appropriate terms and conditions including confidentiality provisions substantially equivalent to those in this Agreement.
2.3 A , for the purpose of such Party may disclose Confidential Information performing its obligations under this Agreement, (iii) published, if and to the extent such Confidential Information is required to be publication has been approved by disclosing Party, or (iv) 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 required by applicable laws or regulations or as ordered by a court or other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests Governmental Body having competent jurisdiction. In each of the other Party in relation foregoing cases, the recipient shall use its reasonable commercial efforts to limit the content of this disclosure, disclosure and maintain confidentiality to the extent that it is legally permitted possible. In the case of a required disclosure under clause (iv) above, the Party required to do so.
2.4 The Recipient maymake the disclosure shall promptly notify the original disclosing Party and shall provide reasonable assistance, howeverif requested by the original disclosing party, provided that to assist the Recipient has reasonable grounds original disclosing Party in its attempts to believe that prevent or limit the Disclosing disclosure at the original disclosing Party’s cost and expense. If a Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or court order to provide a copy of this Agreement or any governmental related document to any Third Party (except in confidence as permitted by this Agreement), such Party shall redact Confidential Information from such document, except as otherwise required by law. Each Party shall have the right to review and approve each redacted document prior to its submission to a Third Party. The reviewing Party shall have a period of ten (10) calendar days to review the redacted document, except that in the case of the order of a court or regulatory authority (includingagency, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No the reviewing Party shall make use have the maximum reasonable amount of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Partytime.
Appears in 1 contract
Samples: Exclusive License Agreement (Flamel Technologies Sa)
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 Each Party acknowledges that it may be furnished, receive or exploit the otherwise have access to Confidential Information of the other Party in any way except for connection with the Purpose;Agreement.
(b) The Receiving Party will not reproduce Confidential Information of the Furnishing Party except as reasonably required to accomplish the purposes and objectives of the Agreement. The Receiving Party will not disclose or make available the Confidential Information in whole or in part of the Furnishing Party to any third partyperson, or appropriate it, for the Receiving Party’s own use or for any other person’s use or benefit except as expressly specifically permitted by this Agreement;the Agreement or approved in writing by the Furnishing Party.
(c) not copy, reduce to writing or otherwise record The Receiving Party will keep 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);Furnishing Party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information, but in no event less than reasonable care. Solectron/IBM Confidential
(d) keep separate As necessary to accomplish the Confidential Information from all documents and other records purposes of the Recipient;
(e) apply Agreement, 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 Receiving Party may disclose Confidential Information of the Furnishing Party to any employee, officer, director, contractor, Service Recipient, agent or representative of the Receiving Party who has a legitimate need to know the information in question and who is bound to the extent such Confidential Information is required Receiving Party 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 protect 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests confidentiality of the other information in a manner substantially equivalent to that required of the Receiving Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000Agreement. The preceding sentence notwithstanding, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing each Party will limit disclosure of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any ’s information acquired through its dealings with to the other Party for publicity or marketing purposes without receiving Party’s Personnel (in the prior written consent case of IBM providing the other PartyServices, and in the case Solectron, receiving the Services) who have a need to know such information.
Appears in 1 contract
Samples: Indirect Sourcing Services Agreement (Solectron Corp)
Obligations of Confidentiality. 2.1 The Recipient Receiving Party shall keep maintain the confidentiality of the Confidential Information of the Disclosing Party's Party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. The Receiving Party shall not disclose the Confidential Information confidential andto any employees or to any third parties except to Receiving Party’s employees or lawyers who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein (“Permitted Persons”), except with provided that the Receiving Party shall be liable for breach by any such employee as well as the prospective party/parties to the joint tender. Any and all disclosures other than to the Permitted Persons require a prior written consent of the Disclosing Party, shall:
(a) . The Receiving Party shall not use or exploit the Confidential Information in make 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 copies 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 Party except as necessary for the PurposePermitted Persons. Any copies, provided that:
(a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) it procures that its Representatives shallwhich are made, in relation shall be identified as belonging to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requestsand marked “confidential”, procure that any relevant Representative enters into “proprietary”, “secret” or with a confidentiality agreement with the similar legend. The Disclosing Party on terms equivalent has no obligation 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 Receiving Party. The Disclosing Party may at any time cease giving Confidential Information to the Receiving Party without any liability. The Receiving Party shall return documents and material that contain the Confidential Information promptly and in any case within 7 (seven) days after the request of the Disclosing Party. The documents and material that contain the Confidential Information shall be destroyed if it is not possible to return them (e.g. in case of electronic documents). The foregoing obligations shall not apply to electronic copies made in the course of routine back-up procedures, or to the retention of documents and material for archival purposes on the basis of mandatory provisions of applicable laws. These obligations shall not prevent the disclosure of Confidential Information, which is required to be disclosed by lawunder mandatory provisions of applicable laws, by any governmental regulations, court order, judicial 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, howevergovernment order, provided that the Recipient has reasonable grounds to believe that Receiving Party shall give the Disclosing Party reasonable notice prior to such disclosure (unless such notice is involved in activity that may constitute a criminal offence not allowed under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosuremandatory law).
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep the Disclosing Party's
8.2.1 Each Party acknowledges that it may be furnished, receive or otherwise have access to Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:
(a) other Party in connection with this Agreement. The Receiving Party will not use or exploit reproduce Confidential Information of the Furnishing Party except as reasonably required to accomplish the purposes and objectives of this Agreement. The Receiving Party will not disclose the Confidential Information in any way except for of the Purpose;
(b) not disclose or make available the Confidential Information in whole or in part Furnishing Party to any third party, except as expressly specifically permitted by this Agreement or approved in writing by the Furnishing Party. Without limiting any more specific obligations under this Agreement;
(c) not copy, reduce to writing or otherwise record the Receiving Party will keep 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 Furnishing Party confidential and secure, and will protect it from all documents and other records of the Recipient;
(e) apply unauthorized use or disclosure by using at least the same security measures and degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information, but in no event less than reasonable care.
8.2.2 Subject to the Confidential Information remainder of this Section 8.2, as necessary to accomplish 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 purposes of this Agreement.
2.3 A , the Receiving Party may disclose Confidential Information of the Furnishing Party to its respective employees, officers, directors, contractors, auditors, professional advisors or representatives who have a “need to know” the information in question for purposes of fulfilling such Party’s obligations or exercising such Party’s rights relating to the extent such Services set forth in this Agreement or any SOW and who are bound to the Receiving Party to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party under this Agreement.
8.2.3 If any unauthorized disclosure, loss of, or inability to account for any 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Furnishing Party in relation to occurs, the content of this disclosure, to Receiving Party will promptly so notify the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that Furnishing Party and will cooperate with the Recipient has reasonable grounds to believe that the Disclosing Furnishing Party is involved in activity that and take such actions as may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed be necessary or reasonably requested by the Disclosing party Furnishing Party to minimize the violation and any damage resulting from time to time) to safeguard the Confidential Information from unauthorised access or useit.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Master Services Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep the Disclosing Party's Confidential Information of the Disclosing Party 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) agreement; 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 ; not use, reproduce, transform, or store the Confidential Information from all documents in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; 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 Confidential Information of the Disclosing Party's Confidential Information Party 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 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 AgreementRecipient; and
(c) it keeps a written record of these Representatives; and
(d) and it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.
2.3 agreement. A Party 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 (includingauthority, without limitation any relevant securities exchange) or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 2.3, it takes into account the reasonable requests of the other Party party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 . The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 . No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep During the Term of this Agreement as per Clause 2, the Receiving Party warrants and undertakes to the Disclosing Party's Party that it must: at all times keep in strict confidence all and any Confidential Information confidential and, except with that is disclosed or provided to the prior written consent of Recipient Party by the Disclosing PartyParty and will not, shall:
(a) not use directly or exploit the Confidential Information in indirectly, inform or disclose 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing third-party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchangeperson, firm, corporation, association or any other legal or non-legal entity) unless prior written consent is obtained from the Disclosing Party; not utilise or in any other manner whatsoever, either wholly or partly, use (including, without limitation, in competition against the Disclosing Party) directly or indirectly any Confidential Information disclosed by the Disclosing Party for purposes other than the Purpose; use the same degree of care and discretion as the Receiving Party uses with respect to similar information of its own, but in no event, not less than reasonable care, to avoid any Court unauthorised disclosure, publication, duplication, retention, dissemination, distribution or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Confidential Information; immediately return at its own expense all Confidential Information (including copies) which are in its possession or control to the Disclosing Party upon the termination of the Purpose or upon written notice by the Disclosing Party requesting the same (whichever is earlier); immediately notify the Disclosing Party of any unauthorised disclosure or use of Confidential Information of which the Receiving Party becomes aware and will take all steps which the Disclosing Party may reasonably require in relation to such unauthorised disclosure or use; not reverse engineer, de-compile or disassemble the Confidential Information; not use, nor cause to be used at any time, Confidential Information of the Disclosing Party to the economic detriment of the Disclosing Party's name ; and not use, nor cause to be used at any time, Confidential Information of the Disclosing Party in any manner which will (or will likely) damage, dilute or tarnish the Disclosing Party’s goodwill and/or reputation. With respect to Personal Data, the Receiving Party must comply with the PDPA and all related subsidiary legislations (collectively the “Personal Data and Protection Legislations”) in respect of any and all Personal Data that it receives from the Disclosing Party. The Receiving Party undertakes to: ensure that it has in place appropriate measures to ensure the security of the Personal Data, and to guard against unauthorised or lawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data in accordance with the Personal Data and Protection Legislations; provide the Disclosing Party with such information as the Disclosing Party may require to satisfy itself that the Receiving Party is complying with its obligations under the Personal Data and Protection Legislations; promptly notify the Disclosing Party of any breach of the security measures required to be put in place pursuant to this clause; and ensure it does not knowingly or negligently do or omit to do anything which places the Disclosing Party in breach of the Disclosing Party’s obligations under the Personal Data and Protection Legislations. The Receiving Party may make copies of the Confidential Information only to the extent that the same is strictly required for the Purpose and agrees that all Confidential Information (including any copies made) will remain as the exclusive property of the Disclosing Party and that the obligations of confidentiality as set out in this Agreement, subject to any applicable law, will endure without limitation in time, even after the termination of this Agreement. The Receiving Party may make the Confidential Information which has been disclosed by the Disclosing Party available only to its employees, officers, directors, agents, advisors, or any information acquired through persons employed by the Receiving Party and/or involved on a “need-to-know” basis so as to carry out the Purpose of this Agreement (collectively “Authorised Recipients” and each an “Authorised Recipient”). The Receiving Party is required to: keep the Disclosing Party informed of the identity of its dealings with Authorised Recipients upon request; not make any other use of the other Party Confidential Information for publicity its own benefit or marketing purposes that of any third party except for the Purpose nor make unnecessary copies of the same without the prior written consent approval of the Disclosing Party; procure that each of its Authorised Recipients to whom Confidential Information is disclosed, strictly comply with the terms of this Agreement as if he were a party to the Agreement, and must take all steps available to it to enforce such obligations of confidentiality as set out in this Agreement; and accept any responsibility for any breach of any of the terms set out in this Agreement by the Receiving Party or any of its Authorised Recipients and must indemnify and hold the Disclosing Party harmless on demand from and against all claims, demands, liabilities, losses, damages, costs and expenses suffered or incurred by the Disclosing Party arising directly or indirectly from a breach of this Agreement by the Receiving Party and/or any of its Authorised Recipients. The Receiving Party must ensure that its Authorised Recipients will: keep confidential and not disclose any of the Confidential Information; and use the Confidential Information solely for the Purpose. The Parties agree that the disclosure of Confidential Information by the Disclosing Party to the Receiving Party does not confer upon the Receiving Party any rights (including, without limitation, ownership and intellectual property licences) to the Confidential Information. The Receiving Party agrees not to disclose to any third-party or non-party to this Agreement the fact that any discussions or negotiations are taking place between the Parties (including any of the terms, conditions or other facts with respect to such discussions or negotiations), unless the Receiving Party obtains the Disclosing Party’s prior written consent to such disclosure.
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligations of Confidentiality. 2.1 The Recipient (a) Misonix shall keep maintain any and all of the Disclosing Party's Licensed Technology and other PuriCore proprietary information, any promotion, product, strategy or business results that may be disclosed to Misonix, including the terms, rights and obligations of this Agreement (“PuriCore Confidential Information confidential and, except with Information”) in confidence and shall not (i) release or disclose any tangible or intangible component thereof to any Third Party without first receiving the prior written consent of PuriCore to said release or disclosure or (ii) use the Disclosing Party, shall:
(a) not use or exploit the PuriCore Confidential Information in for any way except purpose other than the performance of this Agreement. This obligation of confidentiality shall survive termination or expiry of this THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Agreement for a one (1) year period but shall cease to apply to any component of the Purpose;PuriCore Confidential Information which Misonix can prove: (i) is part of the public domain prior to the Effective Date; (ii) becomes a part of the public domain not due to some unauthorized act by or omission of Misonix or its Affiliates after the Effective Date; (iii) is disclosed to Misonix or its Affiliate without an obligation of confidentiality by a Third Party who has the right to make such disclosure; (iv) is required by law to be disclosed provided that Misonix has given prior written notice to PuriCore and has reasonably cooperated with PuriCore to resist or limit such disclosure, or (v) can be shown by documentary evidence to have been independently discovered or developed by the other Party without reference to or use of the furnishing Party’s Confidential Information.
(b) not disclose or make available PuriCore shall maintain any and all of the Confidential Information in whole or in part Misonix proprietary information disclosed to any third partyPuriCore, except as expressly permitted by including the terms, rights and obligations of 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 reports and other records of the Recipient;
(e) apply the same security measures and degree of care information supplied by Misonix pursuant 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 , and any promotion, product, strategy or business results that may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by Misonix to PuriCore (“Misonix Confidential Information”) in confidence and shall not (i) release or disclose any governmental tangible or other regulatory authority (including, without limitation intangible component thereof to 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office third party without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without receiving the prior written consent of Misonix to said release or disclosure or (ii) use the Misonix Confidential Information for any purpose other than the performance of this Agreement. This obligation of confidentiality shall survive termination or expiry of this Agreement for a one (1) year period but shall cease to apply to any component of the Misonix Confidential Information which PuriCore can prove: (i) is part of the public domain prior to the Effective Date; (ii) becomes a part of the public domain not due to some unauthorized act by or omission of PuriCore or its Affiliates after the Effective Date; (iii) is disclosed to PuriCore without an obligation of confidentiality by a Third Party who has the right to make such disclosure; (iv) is required by law to be disclosed provided that PuriCore has given prior written notice to Misonix and has reasonably cooperated with Misonix to resist or limit such disclosure or (v) can be shown by documentary evidence to have been independently discovered or developed by the other Party (such consent not without reference to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other furnishing Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party’s Confidential Information. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Obligations of Confidentiality. SAMPLE
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 Warrants and undertake that it is solely responsible for ensuring that the Personal Data is processed by it in accordance with the Data Protection Xxx 0000 (“the Act”) from the date that it is received from the Disclosing Party;
(b) Not use or exploit the Confidential Information in any way except for the Purpose. If the Recipient proposes to use or process the Personal Data for a purpose other than the Purpose, the Recipient shall ensure that, prior to using or processing the Personal Data in such manner, it will ensure that such use or process is in compliance with the Act;
(bc) not Not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;; and
(cd) not 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 It informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) it 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 It keeps a written record of these Representatives; and
(d) , and 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 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 (includingauthority, without limitation any relevant securities exchange) or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do sopossible.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
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 Each Party acknowledges that it may be furnished, receive or exploit the otherwise have access to Confidential Information of the other Party in any way except for the Purpose;connection with this Agreement.
(b) The Receiving Party will not reproduce Confidential Information of the Furnishing Party except as reasonably required to accomplish the purposes and objectives of this Agreement. The Receiving Party will not disclose or make available the Confidential Information in whole or in part of the Furnishing Party to any third partyperson or appropriate it for the Receiving Party’s own use, or for any other person’s use or benefit, except as expressly specifically permitted by this Agreement;Agreement or approved in writing by the Furnishing Party.
(c) not copy, reduce to writing or otherwise record The Receiving Party will keep 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);Furnishing Party confidential and secure and will protect it from unauthorized use or disclosure by using at least the same degree of care as the Receiving Party employs to avoid unauthorized use or disclosure of its own Confidential Information, but in no event less than reasonable care.
(d) keep separate As necessary to accomplish 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 purposes of this Agreement.
2.3 A , the Receiving Party may disclose Confidential Information of the Furnishing Party to any employee, officer, director, contractor, Service Recipient, agent or representative of the Receiving Party who has a legitimate “need to know” the information in question and who is bound to the extent Receiving Party to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party under this Agreement. Health Net may also provide Confidential Information of Supplier to contractors (including outsourcing suppliers that may replace Supplier under this Agreement) who have a legitimate “need to know” the Confidential Information in question in order to provide services to Health Net, provided any such contractor and outsourcing supplier (i) is bound to Health Net to use such Confidential Information is for the sole purpose of providing services to Health Net that relate to Deliverables, In-Scope Applications, or the Services, and (ii) shall, prior to receipt of any Confidential Information, execute a non-disclosure agreement with Supplier substantially in the form set forth in Schedule S (the “Non-Disclosure Agreement”), provided further that (A) Supplier has the right to make reasonable modifications to the form of Non-Disclosure Agreement, and (B) Supplier shall consider in good faith any changes to the form Non-Disclosure Agreement reasonably requested by a contractor or outsourcing supplier and shall not unreasonably withhold agreement to any such changes. The Receiving Party may also disclose Confidential Information of the Furnishing Party to the Receiving Party’s Auditors provided they are made aware of the Receiving Party’s obligations of confidentiality with respect to the Furnishing Party’s Confidential Information. Health Net and its Affiliates may also disclose Supplier Confidential Information, including this Agreement and the transactions contemplated by this Agreement, in any periodic reports filed or required to be disclosed filed with the Securities and Exchange Commission (“SEC”) pursuant to the rules and regulations promulgated by lawthe SEC, by as well as to the New York Stock Exchange and any governmental or other regulatory authority agency or body charged with the administration, oversight or enforcement of regulations applicable to any business conducted by Health Net or any of its Affiliates.
(includinge) If any unauthorized disclosure, without limitation loss of, or inability to account for 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests Confidential Information of the other Furnishing Party in relation to occurs, the content of this disclosure, to Receiving Party will promptly so notify the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that Furnishing Party and will cooperate with the Recipient has reasonable grounds to believe that the Disclosing Furnishing Party is involved in activity that and take such actions as may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed be necessary or reasonably requested by the Disclosing party Furnishing Party to minimize the Terms and Conditions 53 Health Net / Cognizant Confidential Final Execution Version violation and any damage resulting from time to time) to safeguard the Confidential Information from unauthorised access or useit.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Master Services Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep 3.1 Each party may use the Disclosing Party's Confidential Information received hereunder solely for the Business Purpose.
3.2 For a period of three (3) years from the receipt of Confidential Information from the other party hereunder, each party shall use the same degree of care and means that it uses to protect its own confidential information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or disclosure to third parties of such Confidential Information.
3.3 Each party shall disclose the Confidential Information of the other party only to its officers, employees, consultants, contractors, and, except with in the prior written consent case of the Disclosing PartyGSMA, shall:the GSMA Group with a “need to know” for the Business Purpose and who have entered into confidentiality agreements sufficient to prohibit further unauthorized use or disclosure of the Confidential Information. A recipient may not alter, decompile, disassemble, reverse engineer, or otherwise modify any Confidential Information received hereunder and the mingling of the Confidential Information with information of the recipient shall not affect the confidential nature or ownership of the same as stated hereunder.
3.4 This Agreement shall impose no obligation of confidentiality upon a recipient with respect to any portion of Confidential Information received hereunder, which: (a) not use is or exploit becomes publicly known through no fault of the Confidential Information in any way except for the Purpose;
receiving party; (b) not disclose is or make available becomes known to the Confidential Information in whole or in part to receiving party from a third party source other than the disclosing party without duties of confidentiality attached and without breach of any agreement between the disclosing party and such third party, except as expressly permitted by this Agreement;
; (c) not copy, reduce is furnished to writing others by the disclosing party without restriction on disclosure; 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 was independently developed by the Confidential Information from all documents and other records of receiving party without 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 benefit of the Confidential Information.
2.2 The Recipient may disclose the Disclosing Party's 3.5 Nothing in this Agreement shall prevent either party from disclosing Confidential Information to those of its Representatives who need the extent it is legally compelled to know this Confidential Information for the Purposedo so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, provided that:
however, that prior to any such disclosure, that party shall (ai) it informs its Representatives of assert 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 agency; (including, without limitation any relevant securities exchangeii) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives immediately notify the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given party in accordance with this Clause 2.3 , it takes into account the reasonable requests writing of the other Party in relation agency’s order or request to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish disclose; and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to timeiii) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings cooperate fully with the other Party for publicity or marketing purposes without party in protecting against any such disclosure and/or obtaining a protective order narrowing the prior written consent scope of the compelled disclosure and protecting its confidentiality.
3.6 The parties agree that this Agreement applies equally to all Confidential Information concerning the Business Purpose shared by one party with the other Partyparty, including members of the GSMA Group, prior to the Effective Date.
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement
Obligations of Confidentiality. 2.1 The In consideration for the disclosure of Confidential Information to be made under this agreement, each Recipient shall hereby agrees to 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 such Confidential Information in any way except for the Purpose;
(b) ; not disclose or make available the such Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement;
(c) agreement; not copy, reduce to writing or otherwise record the such 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 such Confidential Information from all documents and other records of the Recipient;
(e) ; and apply the same security measures and degree of care to the such 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) ; and it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement 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 Agreementagreement; and
(c) it keeps a written record of these Representatives; and
(d) it and the Recipient shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement.
2.3 agreement. A Party 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 limitation, any relevant securities exchange) ), or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 possible. The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party . Neither party shall make, or permit any person to make, any public announcement concerning this Agreementagreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 No Party . Neither party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
Samples: Confidentiality Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep the Disclosing Party's ’s Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:
(a) a. not use or exploit the Confidential Information in any way except for the Purpose;
(b) b. not disclose or make available the Confidential Information in whole or in part to any third third-party, except as expressly permitted by this Agreement;
(c) 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) d. not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
e. keep separate the Confidential Information from all documents and other records of the Recipient;
(e) f. 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) g. keep a written record of: of any document or other Confidential Information received from the other in tangible form; form or any copy made of the Confidential Information; and
h. ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow it to be removed such documents or records from its premises.
2.2 The Recipient may disclose the Disclosing Party's ’s Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, Purpose provided that:
(a) a. it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) 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) c. it keeps a written record of these Representatives; and
(d) , and 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 only 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 court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Disclosing Party as much notice of this such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 2.3, it takes into account the reasonable requests of the other Disclosing Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Mutual Non Disclosure Agreement
Obligations of Confidentiality. 2.1 The Recipient shall [use reasonable endeavours to] keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives 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 Agreementagreement;
(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) [not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;]
(e) [keep separate the Confidential Information from all documents and other records of the Recipient;]
(ef) [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;]
(fg) [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; and]
(h) [ensure that any document or other records containing Confidential Information shall be kept at its premises at [PREMISES] and shall not remove or allow to be removed such document or records from its premises.]
2.2 The Recipient may only 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 these Representatives of the confidential nature of the Confidential Information before disclosure;disclosure [and obtains from its Representatives enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon the Representatives as the terms of this agreement are upon the parties]; and
(b) at all times, 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 is responsible for these Representatives' compliance with the Disclosing Party on terms equivalent to those contained obligations set out 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 agreement. A Party 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 court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible [and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 0, it takes into account the reasonable requests of the other Party party in relation to the content of this disclosure, to the extent that it is legally permitted to do so].
2.4 2.3 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 2.5 No Party party shall make, or permit any person to make, any public announcement concerning this Agreementagreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . [No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
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 shall not, and shall procure that its Representatives shall not: use or exploit the Confidential Information in any way except for the Purpose;
(b) not ; or 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 ; or 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 Purpose. The Recipient may only 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 these Representatives of the confidential nature of the Confidential Information before disclosure;
(b) it procures that disclosure and obtains from its Representatives shall, in relation enforceable undertakings to any keep the Confidential Information disclosed to them, comply with this Agreement confidential in terms at least as if they were extensive and binding upon 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 Representatives as the terms of this Agreement are upon the parties; and at all times, it is responsible for these Representatives' compliance with the obligations set out in this Agreement.
2.3 . A Party 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 (includingauthority, without limitation any relevant securities exchange) or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 2.3, it takes into account the reasonable requests of the other Party party in relation to the content of this disclosure. The Parties acknowledge that the purpose of the project is the furtherance of the Student’s studies and that information obtained during the project may be used in coursework and/or exams, both written and oral, including but not limited to dissertations and thesis. Furthermore, the extent that it is legally Student will be permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence submit such work for examination under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of University’s regulations and such disclosure.
2.5 examination may be carried out by external examiners. The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 . No Party party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
Samples: Non Disclosure Agreement
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) a. not use or exploit the Confidential Information in any way except for the Purpose;
(b) 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) 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) d. not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business;
e. keep separate the Confidential Information from all documents and other records of the Recipient;
(e) f. apply the same security measures 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) g. keep a written record of: of any document or other Confidential Information received from the other in tangible intangible form; any copy made of the Confidential Information; and
h. ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow to be removed such document or records from its premises.
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) a. it informs its Representatives of the confidential nature of the Confidential Information before disclosure;
(b) 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) c. it keeps a written record of these Representatives; and
(d) , and 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 The Recipient may disclose Confidential Information only 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 court or other authority of competent jurisdiction provided that, to the extent extent, it is legally permitted to do so, it gives the other Disclosing Party as much notice of this such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 clause 2.3, it takes into account the reasonable requests of the other Disclosing Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 2.5 No Party party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party party (such consent not to be unreasonably withheld or delayed) ), except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court court or other authority of competent jurisdiction.
2.7 . No Party party shall make use of the other Partyparty's name or any information acquired through its dealings with the other Party party for publicity or marketing purposes without the prior written consent of the other Partyparty.
Appears in 1 contract
Samples: Non Disclosure Agreement
Obligations of Confidentiality. 2.1 The Recipient shall keep For the Disclosing Party's Confidential Information confidential andTerm of this Agreement and a period of [**] years thereafter, except with the prior written consent of the Disclosing Party, shall:
(a) Licensee shall maintain in confidence and shall not use or exploit the disclose to any third party any Harvard Confidential Information in any way except for the Purpose;
Information, and (b) Harvard shall maintain in confidence and shall 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 party 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 Licensee Confidential Information.
2.2 The Recipient , provided that Harvard 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:
HHMI (aA) 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 , including any Schedules and Exhibits, and (B) such Licensee Confidential Information as HHMI reasonably requests, provided that any disclosure under the foregoing clause (A) shall be made in confidence to HHMI and that any disclosure under the foregoing clause (B) shall be under terms of a written confidentiality agreement prohibiting the use and further disclosure by HHMI of such Licensee Confidential Information on terms as least as restrictive as those contained herein. Each Party shall take all reasonable steps to protect the Confidential Information of the other Party with the same degree of care used to protect its own confidential or proprietary information. Neither Party shall use the Confidential Information of the other Party for any purpose other than those contemplated by this Agreement. The foregoing obligations under this Section 11.1.2 shall not apply to:
(i) information that is known to the receiving Party or independently developed by the receiving Party prior to the time of disclosure without use of or reference to the other Party’s Confidential Information, in each case, to the extent evidenced by contemporaneous written records;
(ii) information that is independently developed by the receiving Party at or after the time of disclosure without use of or reference to the other Party’s Confidential Information, to the extent evidenced by contemporaneous written records;
(iii) information disclosed to the receiving Party by a third party that has a right to make such Confidential Information disclosure;
(iv) information that is or becomes generally known or available to the public, other than as a result of a breach of this Agreement by the receiving Party; or
(v) information that is required to be disclosed by law, by any governmental order of the FDA or other regulatory similar authority (including, without limitation any relevant securities exchange) or by a Court or other authority court of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the or other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, government authority or agency; provided that the Recipient has Parties shall use commercially reasonable grounds efforts to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party obtain confidential treatment of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed information by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall makeagency, authority, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdictioncourt.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
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Obligations of Confidentiality. 2.1 The Recipient shall keep the Disclosing Party's Confidential ’s Information confidential and, except expect 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 of any third party, except as expressly permitted by this Agreementagreement;
(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 keep the Disclosing Party);
(d) keep separate the ’s Confidential Information from all documents in a secure manner and other records of the Recipient;
(e) apply the same security measures and degree of care shall ensure that no unauthorized party may gain access 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 thatthat it:
(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 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; andagreement;
(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 Agreementagreement.
2.3 A Party 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 (includingauthority, without limitation any relevant securities exchange) or by a Court court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do sopossible.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised unauthorized access or use.
2.6 2.5 No Party party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party disclosing party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction).
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Mutual Non Disclosure and Non Circumvention Agreement
Obligations of Confidentiality. 2.1 In consideration of the disclosure and release of the Confidential Information by or on behalf of the Disclosing Party to the Receiving Party, and/or the Disclosing Party otherwise enabling the Receiving Party to have access to the Confidential Information, the Receiving Party hereby agrees to hold and keep in strictest confidence any and all such Confidential Information. The Recipient Receiving Party must not directly or indirectly disclose or permit to be disclosed in any manner whatsoever all or any part of the Confidential Information other than as expressly permitted by this Agreement.
2.2 The Receiving Party undertakes that it and its Representatives shall keep make use of the Confidential Information solely for the Purpose.
2.3 The Receiving Party shall take all steps and measures to minimise the risk of disclosure of the Confidential Information, and ensure that only such Representatives who are directly involved in the Purpose and whose duties require them to possess the Confidential Information shall have access to the Confidential Information on a need-to-know basis. The Receiving Party undertakes to procure that each of the Receiving Party’s Representatives shall comply with the confidentiality obligations as set out in this Agreement. In any event, the Receiving Party shall be responsible for any breach of the terms of this Agreement by any of its Representatives and shall take all measures (including but not limited to court proceedings) to restrain such Representatives from prohibited or unauthorised disclosure or use of the Confidential Information.
2.4 The Receiving Party shall ensure that, except as may be necessary strictly for the Purpose, the Confidential Information will not be copied or reproduced in any form whatsoever by the Receiving Party, its Representatives or any other third parties without the express written permission of the Disclosing Party's .
2.5 The Receiving Party shall store all Confidential Information in a manner which does not permit unauthorized access and exercise no lesser security or degree of care to guard against disclosure or use than it applies to its own Confidential Information of an equivalent nature, but in any event not less than the degree of care which a reasonable person with knowledge of the confidential andnature of the information would exercise.
2.6 The Receiving Party shall, except upon request or notice by the Disclosing Party at any time, promptly return to the Disclosing Party or destroy any or all such Confidential Information, and provide a written certification of the same. Notwithstanding the foregoing, the Receiving Party may (i) keep any electronic copies of the Confidential Information residing in its computer backup systems provided that it is not used for any purpose after receipt of such notice, or (ii) retain such copy(ies) of any Confidential Information which it is required to retain by any applicable law, provided always that the information retained in (i) and (ii) shall be kept confidential in accordance with the terms of this Agreement. Notwithstanding the return or destruction of such Confidential Information, the Receiving Party shall continue to be bound by its confidentiality and other obligations in this Agreement.
2.7 In the event that a party withdraws from discussions, both the withdrawing party and the remaining party shall keep any Confidential Information that has been received confidential in accordance with terms and conditions of this Agreement.
2.8 The Receiving Party undertakes that at all times it shall not reverse engineer, decompile, disassemble or use in contravention to this Agreement any software, hardware or tangible objects which embody the Disclosing Party’s Confidential Information. This Clause 2.8 shall survive any expiry of termination of this Agreement without limit in time.
2.9 The Receiving Party will not and will procure that the Receiving Party’s Representatives will not, use the Confidential Information to secure a competitive advantage over the Disclosing Party or cause, suffer or permit to be done any of the foregoing acts.
2.10 All information, notes, analyses, compilations, studies, specifications, designs, drawings, plans, reports, registers, summaries, memoranda or other documents produced, developed, derived or compiled by the Receiving Party and/or its Representatives from the Confidential Information disclosed by the Disclosing Party (the “Derivatives”) shall also constitute Confidential Information (to the extent that the Disclosing Party’s Confidential Information is contained in such Derivatives), and accordingly, the obligations in this Agreement pertaining to Confidential Information shall in all respects apply to the Receiving Party vis-a- vis the Derivatives.
2.11 The Receiving Party shall not and shall procure that its Representatives shall not, publish any news releases or make any announcements or denial or confirmation in any medium concerning all or any part of the Purpose, including without limitation, the existence of this Agreement, unless 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 not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so.
2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure.
2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction.
2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.
Appears in 1 contract
Samples: Non Disclosure Agreement
