Restrictions/Obligations. Recipient shall: (a) only disclose the Confidential Information to those employees and contractors with a need to know; provided that Recipient binds those employees and contractors to terms at least as restrictive as those stated in this Agreement (or, with respect to professional advisors, advises them of its obligations with respect to the Confidential Information); (b) not disclose any Confidential Information to any third party, without Discloser’s prior written consent; (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; (e) not reverse engineer, decompile, or disassemble any software disclosed by the Discloser; (f) not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute; and (g) promptly provide the Discloser with notice of any actual or threatened breach of the terms of this Agreement. However, Recipient may disclose Confidential Information in accordance with a judicial or other governmental order provided that Recipient shall give Discloser written notice prior to such disclosure. Subject to Recipient’s obligations of non-disclosure, Recipient shall be free to use the residuals resulting from the use or access to the Confidential Information of Discloser. The term “residuals” means information in intangible form which is retained in the unaided memory of persons who have had access to the Confidential Information, without reference to such information in tangible or fixed form. Solely with respect to non-technical Confidential Information, Recipient’s obligations under this Section 3 shall expire one (1) year from the date of disclosure of such non-technical Confidential Information.
Restrictions/Obligations. (i) SpinCo Licensees will use best practices to protect the MLIP, to the extent consistent with Parent practices as of the Distribution Date.
(ii) Access (in-person or electronic) to MLIP will be limited to SpinCo Licensees’ employees and contractors (including Third-Party maintenance contractors) with need to know/need to access.
(iii) All SpinCo Licensees’ employees from other locations visiting sites containing MLIP will be required to be recorded in a logbook (to be retained for up to three (3) years for audit purposes).
(iv) All Third-Party visitors will be required to be under contractual obligations of confidentiality or to sign a confidentiality agreement before being allowed entry to any areas where MLIP may be disclosed (copy to be retained for audit purposes), with confidentiality obligations with respect to Trade Secrets continuing in perpetuity).
(v) MLIP will not be shown to or shared with Third Parties, subject to: (A) a new vendor can be hired to service aspects of MLIP subject to Section 4.1(a)(iv), (B) should SpinCo Licensees need to duplicate a cannulization line, a vendor may be shown the MLIP only after advance written notice to Parent, and (C) regulatory agencies may view, if necessary, the MLIP, provided that Parent is given (to the extent feasible) at least five (5) business days advance notice.
(vi) In no event will (A) a contract manufacturer, or (B) the companies listed in Schedule 4.1, be allowed to view, or otherwise access, information containing MLIP. SpinCo Licensees will require confidentiality agreements between a SpinCo Licensee and any potential strategic partners.
(vii) SpinCo Licensees will require agreements/undertakings between a SpinCo Licensee and its employees who have access to MLIP, either as stand-alone or as employment agreements. Such agreements will be retained in a central location or HR system.
(viii) SpinCo Licensees will have a Trade Secret policy, regular Trade Secret training, and regular Trade Secret assessment/audits of its manufacturing sites.
Restrictions/Obligations. Recipient agrees to hold Discloser’s Confidential Information in trust and confidence, using its best efforts, and without in any way limiting the foregoing, shall: (i) only disclose the Confidential Information to applicable regulatory authorities as set forth in Section 5 as well as those employees, contractors and, with a need to know; provided, that Recipient binds those employees and contractors to terms at least as restrictive as those stated in this Agreement; (ii) not disclose any Confidential Information to any third party, without the prior written consent of Discloser; (iii) use such Confidential Information only to the extent required to accomplish the intended purpose(s); (iv) not reproduce, summarize or distribute Confidential Information in any form except as required to accomplish the intended purpose(s);
Restrictions/Obligations a. With respect to the use of the Beta Services, you may not, nor may you permit any other person to:
(i) copy, modify, or create derivative works based on the Beta Services;
(ii) transfer, sublicense, lease, lend or rent your right to use the Beta Services to any third party or otherwise make it available to a third party;
(iii) reverse engineer, decompile or disassemble the Beta Services, or make any make any attempt to discover the source code, except and only to the extent that applicable law expressly permits;
(iv) use the Beta Services in any manner that is not permitted pursuant to the LSA.
b. With respect to the use of the Beta Services, your obligations are as follows:
(i) Your use of the Beta Services is only to test and evaluate them, for the purpose of providing us feedbacks about them;
(ii) You agree to use the Beta Services in accordance with the LSA, and all applicable laws and regulations;
(iii) You must comply with any technical limitations of the Beta Services as communicated by us.
Restrictions/Obligations. (a) Except as expressly set forth herein, Client will not, and will not permit any Client Personnel or any third party to: (i) access or use the Services, directly or indirectly, for any unlawful, illegal, or fraudulent purpose, or for any purpose that is not expressly permitted by this Agreement;
(ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Services or other HYAS Property available to any third party; (iii) send or store, on or through a Licensed Application, viruses, worms, time bombs, trojan horses, or other harmful or malicious code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of a Licensed Application; (v) attempt to gain unauthorized access to or use of a Licensed Application or other HYAS Property; (vi) remove or modify any HYAS markings or any notice of HYAS’ proprietary rights; (vii) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of a Licensed Application or other HYAS Property;
(viii) access or use a Licensed Application in order to build or support, or assist a third party in building or supporting, competitive products or services; (ix) disclose results of any product or program benchmark tests related to the Services without HYAS’ prior written consent; or (x) access, use, or permit the access or use of the Services in any manner or for any purpose that may infringe any Intellectual Property Rights or other proprietary rights.
Restrictions/Obligations. (a) Seller hereby agrees that it shall not use or otherwise exploit the Buyer Licensed Assets, or any portion thereof, except as expressly authorized in this Agreement.
(b) Seller will provide the following support and maintenance at no charge to Buyer in connection with the Seller Licensed Assets: (i) promptly following the Closing Date, on a schedule as mutually agreed, Seller will provide Buyer with training on the use and integration of the Seller Licensed Assets with the Acquired Assets; (ii) for a period of 3 full calendar months from the Closing Date (the "Initial Support Period"), Seller will provide Buyer with a designated engineer who will provide up to 60 hours of technical support per month as and when reasonably requested by Buyer in connection with the Acquired Asset known as the Enterprise Integration Server; and (iii) for a period of 3 full calendar months from the end of the Initial Support Period, Seller will provide Buyer with a designated engineer who will provide up to 40 hours of technical support per month as and when reasonably requested by Buyer in connection with the Acquired Asset known as the Enterprise Integration Server.
(c) Buyer hereby agrees that it shall not use or otherwise exploit the Seller Licensed Assets, or any portion thereof, except as expressly authorized in this Agreement.
(d) Seller hereby agrees that, to the extent Seller becomes aware of any additional patent or patent application that was inadvertently not listed on Exhibit B, Seller shall notify Buyer and with the mutual agreement of the parties that such additional patent or patent application should have been listed on Exhibit B as contemplated by the rights granted under this Agreement and with no liability on either party associated with such addition, the parties shall enter into an amendment to this Agreement whereby such patent or patent application shall be added to Exhibit B.
Restrictions/Obligations. Each party shall for a period of three (3) years from the date of disclosure of the Confidential Information: (i) only disclose the Confidential Information to those employees and contractors with a need to know; provided, the receiving party binds those employees and contractors to terms at least as restrictive as those stated in this Agreement; (ii) not disclose any Confidential Information to any third party, without the prior written consent of the disclosing party; (iii) use such Confidential Information only to the extent required to accomplish the purpose(s) of this Agreement as set forth on Exhibit A hereto; (iv) not reproduce Confidential Information in any form except as required to accomplish the purpose(s) of this Agreement; (v) not reverse engineer, decompile, or disassemble any software disclosed by the other party; (vi) not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by regulation or statute; and
Restrictions/Obligations. Each party shall for a period of three (3) years from the date of last disclosure of the Confidential Information: (i) only disclose the Confidential Information to those employees and contractors with a need to know; provided, the receiving party binds those employees and contractors to terms at least as restrictive as those stated in this Agreement; (ii) not disclose any Confidential Information to any third party, without the prior written consent of the disclosing
Restrictions/Obligations. For 3 years from the applicable date of disclosure, the Receiving Party shall: (a) disclose the other party‟s Confidential Information only to employees who need to know; (b) not disclose the other party‟s Confidential Information to any third party, except that the Receiving Party may disclose Confidential Information as compelled by law if the Disclosing Party is given written notice prior to such disclosure; (c) use the other party‟s Confidential Information only for the Purpose; (d) not reproduce the other party‟s Confidential Information; (e) not reverse engineer, decompile, or disassemble any software included in the other party‟s Confidential Information; and (f) not directly or indirectly export the other party‟s Confidential Information in violation of the law.
Restrictions/Obligations. For a period of years from the date of disclosure of the Confidential Information, the Potential Buyer shall: (i) only disclose the Confidential Information to those employees and contractors with a need to know; provided that the Potential Buyer binds those employees and contractors to terms at least as restrictive as those stated in this Agreement;
