OBLIGATIONS/RESTRICTIONS Sample Clauses

OBLIGATIONS/RESTRICTIONS. 2.1 The Receiving Party shall: 2.1.1 Maintain the Disclosing Party's Confidential Information in strict confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information. The Receiving Party warrants that such security measures provide adequate protection against unauthorised disclosure, copying or use; 2.1.2 Ensure that disclosure of the Disclosing Party's Confidential Information is restricted to Representatives who are directly concerned with any work undertaken by the Receiving Party in connection with the Disclosing Party and have the need to know the same for the Purpose; 2.1.3 not make copies or reproductions of the Disclosing Party's Confidential Information except to the extent necessary for the Purpose; 2.1.4 not divulge the Disclosing Party's Confidential Information, in whole or part, to any third party and use its best endeavours to prevent the unauthorised publication or disclosure of the same; 2.1.5 use the Disclosing Party's Confidential Information only for the Purpose and make no commercial use of the same or any part thereof without the prior written consent of the Disclosing Party; 2.1.6 Ensure that Representatives are aware of and comply with the restrictions as to confidentiality and non-disclosure contained in this NDA; 2.1.7 Upon request by the Disclosing Party, immediately return or otherwise dispose of the Disclosing Party's Confidential Information, including all copies or reproductions of such information. 2.2 The restrictions imposed by Clause 2.1 shall not apply to the disclosure of any Confidential Information: 2.2.1 which is now in, or hereafter comes into, the public domain without breach of this NDA by the Receiving Party; 2.2.2 which the Receiving Party can show either: (a) was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the Disclosing Party and was not previously acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (b) to have been developed by or for the Receiving Party at 2.2.3 which the Receiving Party obtains or has available from a source other than the Disclosing Party without breach of this NDA by the Receiving Party, or such source of any obligation of confidentiality or non-use towards the Disclosing Party; 2.2.4 which is hereafter disclosed by the Disclosing Pa...
Sample 1
AutoNDA by SimpleDocs
OBLIGATIONS/RESTRICTIONS. (a) Except as required by law, the Participant and Participant’s Institution/Employer must receive and hold such Confidential Information in confidence to the same degree of care that Participant’s Institution/Employer uses with its own information of like kind to prevent its disclosure to third parties. Subject to any exception(s) herein, the Participant and Participant’s Institution/Employer hereby agree that, with respect to any Confidential Information that is acquired by Participant during his/her tenure at TAMUT (or other TAMUS member, as applicable), Participant and Participant’s Institution/Employer must: i. hold the Confidential Information in strict confidence and not disclose, or cause or permit the disclosure of the Confidential Information, except as permitted under this Agreement or with the prior written consent of TAMUT (or other TAMUS member, as applicable); ii. keep the Confidential Information and any documents created by Participant which incorporate Confidential Information, secure and protected from any use, disclosure or access which is inconsistent with this Agreement; iii. use the Confidential Information only for research or training purposes as related to Participant’s collaborative efforts at TAMUT (or other TAMUS member, as applicable); iv. do anything required by TAMUT to restrain a breach of this Agreement or any infringement of TAMUTs (or other TAMUS member’s, as applicable) rights arising out of this Agreement by any person, whether by court proceedings or otherwise; v. obtain the written consent of TAMUT, through the TAMUT Director’s Office or Xxxx (if appropriate), before he/she applies for, or directly or indirectly assist any other person, company or institution to apply for, any patent, design or other industrial or intellectual property or proprietary right in respect of any invention, process, or design that is based on or utilizes the Confidential Information; vi. not contest or oppose, or attempt to invalidate, any application for or any industrial or intellectual property or proprietary right of TAMUT (or other TAMUS member, as applicable) that is based on or utilizes the Confidential Information; and vii. not use the Confidential Information to compete against TAMUT (or other TAMUS member, as applicable). (b) Participant may, however, report to Participant’s Institution/Employer on his/her personally obtained research results. Participant may report on such results only when their disclosure does not lead to acqu...
Sample 1
OBLIGATIONS/RESTRICTIONS. Both parties will protect the Confidential Information provided to each other hereunder from any use, distribution or disclosure except as expressly permitted hereunder. Both parties will use the same standard of care to protect the Confidential Information as is used to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care. Both parties shall: (a) not disclose any Confidential Information to any third party without the other party’s ’ prior written consent; (b) only disclose the Confidential Information to those employees with a need to know such information; provided that both parties bind those employees and contractors to terms at least as restrictive as those stated in this Agreement; (c) use such Confidential Information only to the extent required to accomplish the Purpose; (d) not reproduce Confidential Information in any form except as required to accomplish the Purpose; and (e) promptly provide each other with notice of any actual or threatened breach of the terms of this Agreement. However, either party may disclose Confidential Information in accordance with a judicial or other governmental order provided that both parties shall give the other party written notice prior to such disclosure.
Sample 1
OBLIGATIONS/RESTRICTIONS. Mutual Benefit Agreement Date of Agreement: March 1, 1992 Obligation to impose The Woodlands Association, Inc. (TWA) or Woodlands Community Association, Inc. (WCA) covenants on land in The Woodlands as outlined in Exhibit “A” of First Amended Mutual Benefit Agreement. WCOA Declaration dated: 10/26/93 3 tracts of land totaling 3.851 acres identified in these covenants must be retained by TWLDC until the company rights are assigned per covenants & deeds. Imposes The Woodlands Commercial Owners Association covenants on certain commercial areas in The Woodlands. ARC Holding Ltd (Fox Network) (29.76 acres) Parcel 7J-3 Declaration dated: 7/22/05 For a period of twenty-four months (24) from the effective date of the declaration, no portion of the Restricted Tract (46.99 acres) may: (a) exceed sixty feet (60’) in height ; (b) be used for hotel, motel, residential purposes or for hospital, or residential health care facility; or (c) if Fox completes construction and begins operation of the “Satellite Farm” on the Benefited Tract by the end of twenty-four months period, then the declaration shall continue in force. None. None. None.
Sample 1
OBLIGATIONS/RESTRICTIONS. Each Party agrees: (i) to take all reasonable action necessary to protect the confidentiality of the other Party’s Confidential Information; and (ii) not to use any such Confidential Information for any purpose except in accordance with the terms of this Agreement. Each Party may disclose the Confidential Information of the other Party to its employees and consultants who have a bona fide need to know such Confidential Information, but solely to the extent necessary for each Party to fulfill its obligations and exploit its rights under this Agreement; provided that each such employee or consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other Party’s Confidential Information as those set forth in this Agreement. The provisions of this Section 6.3 will not restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any law or regulation; provided that the Party required to make such a disclosure uses reasonable efforts to give the other Party reasonable advance notice of such required disclosure in order to enable the other Party to prevent or limit such disclosure.
Sample 1
OBLIGATIONS/RESTRICTIONS. 5.1 Extranet shall take reasonable security precautions to prevent unauthorized individuals or entities from gaining access to the Connection and Information. Extranet shall comply with all reasonable security specifications or requirements of Nasdaq in order to prevent the Connection and the Information from being improperly used or accessed or from being improperly taken. 5.2 Extranet agrees to not: (a) format, display, access (except to the degree reasonably necessary to maintain the security of the Extranet’s network and not otherwise in violation of this Agreement) or alter the Information received through and from the Connection; (b) affect the integrity of the Information; and (c) not to render the Information inaccurate, unfair, uninformative, fictitious, misleading, or discriminatory. Extranet represents that it will not interfere with or adversely affect any of the component parts or processes of the Information, the Connection or Nasdaq’s systems, or any use thereof by any other authorized individuals or entities, or the distribution or operation of the Information, the Connection or Nasdaq’s systems.
Sample 1
OBLIGATIONS/RESTRICTIONS. You understand that when using the Website, You will be exposed to User Submissions from a variety of sources, and that Owner is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that You may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Owner with respect thereto, and agree to indemnify and hold Owner, its owners, operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to Your use of the Website. You are responsible for User Submissions that You post, upload, link or otherwise make available via the Website. Owner, however, reserves the right to remove any User Submissions from the Website at its discretion. By transmitting and submitting any User Submissions, You agree as follows: (i) You are solely responsible for Your account and the activity that occurs while Your account is in use; (ii) You will not post information that is malicious, false or inaccurate; (iii) You will not submit User Submissions that are copyrighted or subject to third-party proprietary rights, including privacy, publicity, trade secret, etc., unless You are the owner of such rights or have permission from the rightful owner to specifically submit such User Submissions; and (iv) You hereby affirm that Owner has the right to determine whether any of Your User Submissions are appropriate and comply with this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to OBLIGATIONS/RESTRICTIONS

  • LICENCE RESTRICTIONS You agree that you will: • not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us; • not copy the App, Documentation or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security; • not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms; • not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities: •is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and •is not used to create any software that is substantially similar in its expression to the App; •is kept secure; and •is used only for the Permitted Objective; • comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

  • Usage Restrictions Customer will not (a) make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Xxxxxx Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Xxxxxx Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of Xxxxxx intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

  • Use Restrictions (a) Company will not do or attempt to do, and Company will not permit any other person or entity to do or attempt to do, any of the following, directly or indirectly: (i) use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement; (ii) make or retain any copy of any Proprietary Item except as specifically authorized by this Agreement; (iii) create, recreate or obtain the source code for any Proprietary Item; (iv) refer to or otherwise use any Proprietary Item as part of any effort to develop other software, programs, applications, interfaces or functionalities or to compete with BNYM or a Third Party Provider; (v) modify, adapt, translate or create derivative works based upon any Proprietary Item, or combine or merge any Proprietary Item or part thereof with or into any other product or service not provided for in this Agreement and not authorized in writing by BNYM; (vi) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices in any copy of any Proprietary Item made by Company; (vii) sell, transfer, assign or otherwise convey in any manner any ownership interest or Intellectual Property Right of BNYM, or market, license, sublicense, distribute or otherwise grant, or subcontract or delegate to any other person, including outsourcers, vendors, consultants, joint venturers and partners, any right to access or use any Proprietary Item, whether on Company’s behalf or otherwise; (viii) subcontract for or delegate the performance of any act or function involved in accessing or using any Proprietary Item, whether on Company’s behalf or otherwise; (ix) reverse engineer, re-engineer, decrypt, disassemble, decompile, decipher, reconstruct, re-orient or modify the circuit design, algorithms, logic, source code, object code or program code or any other properties, attributes, features or constituent parts of any Proprietary Item; (x) take any action that would challenge, contest, impair or otherwise adversely effect an ownership interest or Intellectual Property Right of BNYM; (xi) use any Proprietary Item to provide remote processing, network processing, network communications, a service bureau or time sharing operation, or services similar to any of the foregoing to any person or entity, whether on a fee basis or otherwise; (xii) allow Harmful Code into any Proprietary Item, as applicable, or into any interface or other software or program provided by it to BNYM, through Company’s systems or personnel or Company’s use of the Licensed Services or Company’s activities in connection with this Agreement. (b) Company shall, promptly after becoming aware of such, notify BNYM of any facts, circumstances or events regarding its or a Permitted User’s use of the Licensed System that are reasonably likely to constitute or result in a breach of this Section 2.12, and take all reasonable steps requested by BNYM to prevent, control, remediate or remedy any such facts, circumstances or events or any future occurrence of such facts, circumstances or events.

  • Prohibitions and Restrictions The provisions of this Agreement shall not in any way limit the right of either Contracting Party to apply prohibitions or restrictions of any kind or take any other action which is directed to the protection of its essential security interests, or to the protection of public health or the prevention of diseases and pests in animals or plants.

  • Age Restrictions Drivers must be 21 years of age or over.

  • Additional Restrictions In addition to any other restrictions on transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code.

  • Deed Restrictions The Recipient shall record the Deed Restrictions together with the deed. The Recipient agrees that the Deed Restrictions shall be perpetual and shall not be amended, released, extinguished or otherwise modified without the prior written approval of the Director, at the Director's sole and absolute discretion, who shall have full enforcement authority with respect to the Deed Restrictions. If any amendment, release, extinguishment or other modification of the Deed Restrictions should occur without the prior written approval of the Director, the Recipient or its successors and assigns as owner of the Land or interest therein, shall pay to the OPWC upon demand from the Director the following: 1) all grant funds disbursed under this Agreement; and 2) liquidated damages equal to one hundred percent (100%) of the Funds disbursed by the OPWC for the Project together with interest accruing at a rate equal to six percent (6%) per annum from the date of Recipient's receipt of the grant.

  • Union Activities Restrictions If the Contract Amount is over $50,000, this section is applicable. Contractor agrees that no JBE funds received under this Agreement will be used to assist, promote or deter union organizing during the Term. If Contractor incurs costs, or makes expenditures to assist, promote or deter union organizing, Contractor will maintain records sufficient to show that no JBE funds were used for those expenditures. Contractor will provide those records to the Attorney General upon request.

  • Securities Restrictions Notwithstanding anything herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.

  • EXPORT RESTRICTIONS EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED STATES LAW. THE FUND MAY NOT UNDER ANY CIRCUMSTANCES RESELL, DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM) IN OR TO ANY OTHER COUNTRY. IF CUSTODIAN DELIVERED THE SOFTWARE TO THE FUND OUTSIDE OF THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORTER ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW IS PROHIBITED. The Fund hereby authorizes Custodian to report its name and address to government agencies to which Custodian is required to provide such information by law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!