Permitted Use and Disclosure. To the extent a party provides information of a confidential nature to the other party, each party must take all action necessary to maintain the confidential nature of the confidential information of the other party. Each party may use the confidential information of the other party to the extent that such use is necessary for that party’s performance of its obligations under this Agreement, its internal business operations, or to the extent required by applicable law or legal process.
Permitted Use and Disclosure. Each recipient may only:
(a) Use the confidential information for a purpose necessary for exercising its rights or performing its obligations under this agreement or as required by law; and
(b) Allow access to the confidential information to such of the recipient’s employees, directors or professional advisers who have a genuine need to know that confidential information.
Permitted Use and Disclosure. The Customer may, to the extent necessary:
(i) use Confidential Information for the purposes of performing the relevant obligations or exercising the relevant rights arising under or pursuant to the Contract; and
(ii) subject to Clause 15.2(b), disclose Confidential Information to its personnel and financial and legal advisers who have a specific need to access that Confidential Information for the purpose of performing the relevant obligations or exercising the relevant rights arising under or pursuant to the Contract. The Customer must ensure that a person to whom it discloses Confidential Information under the Contract has entered into binding obligations of confidentiality at least as protective as this clause 15.
Permitted Use and Disclosure. Each party hereto is permitted to disclose this AGREEMENT and use or disclose the CONFIDENTIAL INFORMATION disclosed to it by the other party:
6.2.1 To the extent such use or disclosure is reasonably necessary in connection with complying with stock exchange rules.
6.2.2 To its legal and/or financial advisors, provided such advisors maintain the confidentiality of this AGREEMENT.
6.2.3 To the extent such use or disclosure is reasonably necessary to enforce its rights under this AGREEMENT in connection with a legal proceeding or as required to be disclosed by law or governmental regulation.
6.2.4 To the extent such use or disclosure is reasonably necessary in connection with prosecuting or defending litigation, complying with applicable law, court order, submitting information to tax or other governmental authorities, or otherwise exercising its rights hereunder.
6.2.5 In the instances set forth in Sections 6.2.3 or 6.2.4, the RECEIVING PARTY shall provide reasonable advance written notice to DISCLOSING PARTY of such disclosure and reasonably cooperate with the DISCLOSING PARTY in limiting such disclosure.
Permitted Use and Disclosure. (a) Each party must only use the Confidential Information of the other party for the purpose of exercising its rights, or performing its obligations, under this agreement.
(b) Either party may disclose the Confidential Information of the other party to:
(i) its Personnel, solely for the purpose of exercising its rights, or performing its obligations, under this agreement and provided that the recipient agrees to keep the Confidential Information confidential;
(ii) if authorised or required by law to be disclosed;
(iii) to any person approved by the other party prior to the disclosure; or
(iv) if that Confidential Information is in the public domain otherwise than due to a breach by any person of any duty of confidentiality.
Permitted Use and Disclosure. A Recipient may only disclose the Provider’s Confidential Information:
(a) to its personnel and Affiliates who have a specific need to access it for the purposes of this Agreement and who are made aware of the Recipient’s confidentiality obligations under this Agreement, and who agree to be found by the same confidentiality obligations;
(b) as required to comply with a court order, Relevant Law or is in the public domain; or
Permitted Use and Disclosure. 2.1 The confidentiality obligations created by this Agreement shall not apply if and to the extent that: (a) the information is generally available to the public (other than through Recipient reach of this Agreement, any other agreement, or applicable law, or any un authorized act by the Recipient); (b) the information was already in the possession of Recipient at the time of the disclosure (other than pursuant to a confidential disclosure agreement or any unauthorized act by Recipient); (c) the information is or was developed by Recipient independent of and with no reliance upon information of Provider or any other information furnished to Recipient by Provider under obligation of confidentiality; (d) the disclosure or use is reasonably necessary to fulfill or comply with requirements of governmental authorities having jurisdiction; or (e) disclosure is required by law, regulation, court order or attorney general opinion, which carries the force of law, to be disclosed.
2.2 In the event of disclosure pursuant to clauses (d) or (c) of Section 2.1, Recipient shall use reasonable efforts to give Provider prior written notice of disclosure. Recipient, consistent with its counsel's advice, shall take reasonable and lawful actions to obtain confidential treatment for disclosed information of the Provider and to minimize the extent of the disclosure, or allow Provider the opportunity to take those actions.
2.3 Nothing in this Agreement contained shall preclude either party from disclosing to a Licensee or sub licensee those aspects of the Invention necessary to evaluate and for practice the Patent Rights in a limited role as Licensee or sub licensee. Any disclosure to a Licensee or sub licensee of Confidential Information shall be contingent upon (a) prior written consent of the ‘Provider’, and (b) execution by the Licensee or sub licensee of a non-disclosure agreement substantially on the terms set forth in this Schedule B. In the event of a dispute as to the applicability of this Section 2, the burden of proof shall be upon Recipient to demonstrate permissibility of disclosure or use.
Permitted Use and Disclosure. 7.2.1 The confidentiality obligations created by this Agreement shall not apply if and to the extent that: (a) the information is or becomes generally available to the public (other than through Recipient’s breach of this Agreement or any other agreement, violation of applicable law, or unauthorized act); (b) the information was already in the possession of Recipient at the time of the disclosure (other than pursuant to a confidential disclosure agreement or Recipient’s unauthorized act); (c) the information is or was developed by Recipient independent of and with no reliance upon Confidential Information of Discloser; (d) the information was disclosed to Recipient by a third party which did not acquire the information under an obligation of confidentiality to Discloser; (e) the disclosure or use is reasonably necessary to fulfill or comply with requirements of governmental authorities having jurisdiction, including without limitation the U.S. Securities and Exchange Commission, National Institutes of Health, FDA, and USPTO, and foreign equivalents of the foregoing; or (f) disclosure is required by applicable law.
7.2.2 In the event of disclosure required by applicable law, Recipient shall (to the extent legally permissible) use reasonable efforts to give Discloser prior written notice of disclosure. Recipient, consistent with its counsel’s advice, shall take reasonable and lawful actions to obtain confidential treatment for the Confidential Information and to minimize the extent of the disclosure, or allow Discloser the opportunity to take those actions.
Permitted Use and Disclosure. Clause 8.2 will not prohibit:
(a) either party from using or disclosing any information:
(i) with the express prior consent of the other party;
(ii) that has become generally known to the public other than through a breach of the Agreement;
(iii) that is or came lawfully into its possession independently of its dealings with the other party, except where the receiving party knew or ought to have known that its receipt of the information resulted from a breach by another person of an obligation of confidence; and/or
(iv) that it independently developed without reference to the other party’s Confidential Information;
(b) either party disclosing information to:
(i) its Personnel with a need to know, to be used to enable that party to perform its obligations or take the intended benefit of its rights under the Agreement, so long as the disclosing party informs such Personnel of the confidential nature of that information and makes a written record of doing so; or
(ii) its professional advisors if such disclosure is necessary for the purposes of receiving professional advice and those professional advisors are subject to a duty of confidentiality that covers that information;
(c) disclosure compelled by any statute or regulations, or any court order;
(d) disclosure by the Service Provider to the extent necessary to comply with the rules of any exchange on which the securities of the Service Provider or any of its Related Companies are listed or quoted;
(e) disclosure by the Industry Body of technical and/or operational information describing the Services and Deliverables, for the purpose of enabling a third party to offer or supply goods or services to the Industry Body, so long as that third party gives the Industry Body an undertaking that it will not use that information or those materials for any other purpose, and will destroy or return that information to the Industry Body once it is no longer required for that purpose.
Permitted Use and Disclosure. Customer may only use the Confidential Information of TpT as necessary to exercise its rights and meet its obligations under this Agreement and may only share such Confidential Information as may be necessary with its employees, contractors, or agents (together “Representatives”) (i) having a need to know the Confidential Information, and (ii) who have been apprised of and agree to restrictions at least as protective of the Confidential Information as this Agreement. Customer shall be responsible for any breach of its obligations hereunder by any of its Representatives. TpT may use Customer’s Confidential Information, and may share Customer’s Confidential Information with employees, contractors, and subcontractors as needed to provide the Services to Customer. Notwithstanding the foregoing, Recipient’s disclosure of the Discloser’s Confidential Information in response to a government request, a court order or other legal process, or as otherwise required by law, will not be a violation of this section; provided that prior to any such disclosure, Recipient shall use reasonable efforts to (a) promptly notify Discloser in writing of such requirement to disclose, and (b) cooperate with Discloser in protecting against or minimizing any such disclosure or obtaining a protective order.
