Restrictions on Confidential Information. All parties to this Engagement Contract agree that any confidential information received from the other parties shall only be used for the purposes of providing or receiving Services under this or any other contract between us. Except as provided below, no party will disclose other contracting party’s confidential information to any third party without such party’s consent. Confidential information shall not include information that:
4.1.1 is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause 4.1;
4.1.2 is acquired from a third party who, to the recipient party’s knowledge, xxxx no obligation of confidence in respect of the information; or
4.1.3 is or has been independently developed by the recipient (without the use of confidential information).
Restrictions on Confidential Information. For a period of three (3) years after receipt of Discloser’s Confidential Information, Recipient agrees that: (i) it will not use such Confidential Information for any purpose other than as specified under Section 7.3, including for its own benefit or the benefit of any other person or entity; and (ii) it will use reasonable efforts (but not less than the efforts used to protect its own confidential and/or proprietary information of a similar nature) to protect Discloser’s Confidential Information. Further, Recipient will not disclose Discloser’s Confidential Information to any other person or entity except only on a need-to-know basis to its and its Affiliates’ employees, staff members and agents (“Receiving Individuals”) who are directly involved in the performance of the Sponsored Research and who are informed of the confidential nature of such information, provided Recipient will be responsible for compliance by Receiving Individuals with the terms of this Agreement and any breach thereof.
Restrictions on Confidential Information. “Confidential Information” means any non-public information, data or know-how that is disclosed by a party to this Agreement to the other party in writing, orally or by access to the disclosing party's premises or data and reasonably understood by the receiving party at the time of disclosure to be the confidential or proprietary information of the disclosing party or its customers or suppliers. All Protected Data will be assumed to be your Confidential Information. With respect to Confidential Information, the receiving party will (a) use it solely for the purposes specifically provided in this Agreement; and (b) not disclose it to any person, other than on a need-to-know basis to its own employees or to third party consultants, Affiliates, agents or subcontractors who are bound by nondisclosure agreements at least as strict as this Agreement and who are not competitors of the disclosing party. The receiving party is liable for any misuse of Confidential Information by such employees or third parties. The foregoing obligations will continue for 5 years from the date of disclosure or in perpetuity if the Confidential Information is a trade secret under applicable law. The foregoing obligations do not apply to information that (i) was rightfully in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, free of any obligation of confidence; (ii) is or becomes generally known to the public without violation of this Agreement; (iii) is obtained by the receiving party from a third party, without an obligation to keep such information confidential; or (iv) is independently developed by or for the receiving party without use of the Confidential Information of the disclosing party. This Section will not affect any other nondisclosure agreement between the parties. If the receiving party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, this Section will not prevent such party from complying with such order or subpoena; however, the receiving party will promptly notify the other party to allow the disclosing party to seek a protective order.
Restrictions on Confidential Information. The recipient agrees that, with respect to any such disclosed Confidential Information:
5.1. the Confidential Information shall only be disclosed within the recipient's organization on a "need-to-know" basis to individuals who have been apprised of its confidential nature and shall not be further disclosed to any third party outside of the recipients organization (except for employees of Siemens AG or of any other company owned or controlled, directly or indirectly, by Siemens AG, who have a need to know the Confidential Information) without the discloser's prior written consent. (It is understood and agreed that by reference to Siemens AG herein, Siemens AG is not submitting itself to the jurisdiction of the United Sates Courts nor is this reference an admission that Siemens AG is doing business in the United States);
5.2. the Confidential Information shall be treated at least according to the same internal security procedures and with the same degree of care regarding its confidentiality as similar information of the recipient is treated within the recipient's organization;
5.3. the Confidential information shall remain the property of the discloser, and the disclosure to the recipient hereunder creates only a limited license to use such information for purposes related to the furtherance of the parties' business relationship as anticipated hereunder and as set forth in Exhibit A and for no other purpose. Upon receipt of a written request from the discloser for return of the Confidential Information and, in any event, upon termination of this Agreement, the recipient shall promptly, at its expense, deliver to the discloser all such Confidential Information (including all copies and facsimiles thereof, or copies and documents containing such Confidential Information or portions thereof), together with the recipient's written certification that no other copies of such Confidential Information have been made or retained by the recipient or any other person.
5.4. in the event of the loss by the recipient of any Confidential Information or recipient's awareness of the unauthorized possession, use or knowledge of any Confidential Information, the recipient shall immediately notify the discloser in writing of the full details of such loss, unauthorized possession, use or knowledge.
Restrictions on Confidential Information. Each Party undertakes to the other Parties that before and after the expiry or termination of this Agreement, it:
24.2.1 shall (and shall procure that its Affiliates, officers, employees and agents) preserve the confidentiality of Confidential Information; and
24.2.2 shall not, by failure to exercise due care, or otherwise by any act or omission, disclose to any person any Confidential Information (and it shall not permit or assist its Affiliates, officers, employees, agents or contractors to do any such thing), subject to the following provisions of this Clause 24.
Restrictions on Confidential Information. The recipient agrees that, with respect to any disclosed Confidential Information:
a. the Confidential Information shall only be disclosed within the recipient’s organization on a “need-to-know” basis to individuals who have been apprised of its confidential nature and shall not be further disclosed to any third party outside of the recipient’s organization without the discloser’s prior written consent.
b. the Confidential Information shall be treated at least according to the same internal security procedures and with the same degree of care regarding its confidentiality as similar information of the recipient is treated within the recipient’s organization;
c. the Confidential Information shall remain the property of the discloser, and the disclosure to the recipient hereunder creates only a limited license to use such
d. it is mutually understood and agreed that nothing in this Agreement shall be construed or implied to grant or extend to Recipient any license under any invention, patent, trademark, copyright or any other intellectual property right.
e. THE PARTIES HERETO AGREE THAT NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, ARE GIVEN BY EITHER PARTY WITH RESPECT TO THE CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, COURSE OF DEALING, USAGE OF TRADE, FITNESS FOR A PARTICLULAR PURPOSE OR DESIGN.
Restrictions on Confidential Information. Each party will maintain the Confidential Information of the other party in strict confidence and will exercise due care with respect to the handling and protection of such Confidential information, consistent with its own policies concerning protection of its own Confidential Information of like importance. Each party will use the Confidential Information of the other party only as expressly permitted herein, and will disclose such Confidential Information only to its employees and consultants as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees and consultants). However, each party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party gives reasonable notice to the other party to contest such order or requirement. Any such disclosure by the receiving party of the Confidential Information of the disclosing party. will, in no way, be deemed to change, affect or diminish the confidential and proprietary status of such Confidential Information. Licensee expressly agrees not to use Confidential Information to form an Internet services network that competes with GRIC and will not solicit GRIC members to join a competing Internet services network.
Restrictions on Confidential Information. With respect to any Confidential Information disclosed to Receiving Party by the Disclosing Party:
Restrictions on Confidential Information. Contractor agrees that all data and information about the Company's business, plans, finances, equipment, intellectual property, processes and methods of operation disclosed to, acquired by or developed by the Contractor during performance of the work hereunder is and shall remain the exclusive property of Company. The Contractor agrees that such data and information shall be used by the Contractor solely for the purpose of performing services for the Company, and not for the benefit of any other person or entity. Contractor shall during the term of the Agreement and for 1 year after the termination of the Agreement maintain as confidential and not disclose to third parties or otherwise use, any such confidential information. All discoveries or inventions made by you during performing the services for the Company hereunder or that arises or results from such services are the sole and exclusive property of the Company.
Restrictions on Confidential Information. Licensee shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of any License Terms or this Agreement, any Confidential Information belonging to ICS4S, whether or not it is in written or permanent form, except to the extent necessary to carry out the intents and purposes of this Agreement and the License granted herein.
