Restrictions on Disclosure and Use. All documentation and technical and business information and intellectual property in whatever form recorded that a Party does not wish to disclose without restriction (“Information”) shall remain the property of the furnishing Party and may be used by the receiving Party only as follows. Such Information (a) shall not be reproduced or copied, in whole or part, except for use as expressly authorized in this Agreement; and (b) shall, together with any full or partial copies thereof, be returned or destroyed when no longer needed or upon any termination of this Agreement, and (c) shall be disclosed only to employees or agents of a Party with a need to know. Moreover, such Information shall be used by the receiving Party only for the purpose of performing under this Agreement or in the exercise of its rights it may receive under the provisions of this Agreement. Unless the furnishing Party consents in this Agreement or otherwise in writing, such Information shall be held in strict confidence by the receiving Party. The receiving Party may disclose such Information to other persons, upon the furnishing Party’s prior written authorization, but solely to perform acts which this clause expressly authorizes the receiving Party to perform itself and further provided such other person agrees in writing (a copy of which writing will be provided to the furnishing Party at its request) to the same conditions respecting use of Information contained in this clause and to any other reasonable conditions requested by the furnishing Party. These restrictions on the use or disclosure of Information shall not apply to any Information: (i) which can be proven to be or have been independently developed by the receiving Party or lawfully received free of restriction from another source having the right to so furnish such Information; or (ii) after it has become generally known to the public without breach of this Agreement by the receiving Party; or (iii) which at the time of disclosure to the receiving Party was known to such Party free of restriction and clearly evidenced by documentation in such Party’s possession; or (iv) which the disclosing Party agrees in writing is free of such restrictions; or (v) which is the subject of a subpoena or other legal or administrative demand for disclosure or is disclosed in response to a valid order of a court or other governmental body, but only to the extent of and for the purposes of such demand or order; provided, however, that such re...
Restrictions on Disclosure and Use. The Receiving Party shall use the Disclosing Party’s Confidential Information solely in connection with this Agreement or to enforce its rights under this Agreement. No other use will be made of the Confidential Information by the Receiving Party or its Representatives, it being recognized the Disclosing Party has reserved all rights to the Confidential Information not expressly granted herein. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s employees, contractors or professional advisors who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder and who are bound by obligations of confidentiality at least as restrictive than those of this Agreement. The Receiving Party shall be responsible for the acts or omissions of any third party to which it discloses Confidential Information. The Receiving Party shall treat the Disclosing Party’s Confidential Information as confidential and shall use the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
Restrictions on Disclosure and Use. LICENSEE agrees that (a) all CONFIDENTIAL INFORMATION shall remain the exclusive property of UNIVERSITY, (b) LICENSEE shall receive and hold the CONFIDENTIAL INFORMATION in strict confidence, (c) LICENSEE shall use the CONFIDENTIAL INFORMATION only for the purposes of this AGREEMENT, and (d) LICENSEE shall not disclose the CONFIDENTIAL INFORMATION to third parties without the prior written consent of UNIVERSITY, and (e) LICENSEE shall protect the CONFIDENTIAL INFORMATION to the same extent that it protects its own trade secrets and confidential information, but in no less than commercially reasonable care.
Restrictions on Disclosure and Use. Except as otherwise set forth in this Agreement, Recipient agrees:
(a) to acquire the Confidential Information for the purpose of evaluating its possible participation in the Transaction (with Disclosing Party or any other party, herein the “Permitted Purpose”) and not to use such Confidential Information for any other purpose; and
(b) to keep confidential and not to disclose the Confidential Information to any person (except as set forth in Section 3 hereof) and to use reasonable care in protecting the confidentiality of the Confidential Information.
Restrictions on Disclosure and Use. Each party agrees to hold the other party’s Confidential Information in strict confidence. Each party agrees, unless required by law, not to make the other party’s Confidential Information available in any form to any third party for any purpose and to treat Confidential Information of the other party with the same degree of care with which it would treat its own confidential information of a like nature, and in no case with less than a reasonable degree of care. Each party agrees not to use the other party’s Confidential Information for any purpose other than the performance of this Agreement. Each party agrees to limit the disclosure of Confidential Information to those of its officers, directors, employees, consultants, attorneys and other professional advisors who (i) have a need to know and (ii) are subject to an ongoing legal obligation to maintain all Confidential Information on terms at least as restrictive as those contained in this Agreement. Each party agrees to ensure full compliance with the terms of this Agreement by all such parties to whom it provides Confidential Information. It will not be a breach of this Section if Confidential Information is disclosed pursuant to a subpoena or other compulsory judicial or administrative process, provided the party served with such process promptly notifies the other party and provides reasonable assistance so that the other party may seek a protective order against public disclosure.
Restrictions on Disclosure and Use. (a) Except as provided in this Agreement, the Director will not disclose any Confidential Information to third parties or use any Confidential Information other than in connection with serving as a director of the Company without in each instance securing the prior written consent of the Company.
(b) Nothing contained in this Agreement shall prevent the Director from disclosing Confidential Information to officers, directors, accountants and counsel for the Company or any other Tempur Company. In addition, nothing in this Agreement shall prevent the Director from disclosing Confidential Information (x) to the Director’s legal counsel (“Director Representative”) for the purpose of advising the Director on his rights and duties as a director of the Company and (y) to H Partners and any other H Partners Group Member listed on Schedule A or any of their directors, officers and employees listed in Schedule A under “Other H Partners Representatives” (with the H Partners Group Members and all such directors, officers and employees referred to individually as an “H Partners Representative” and collectively as the “H Partners Representatives”) for one or more of the Permitted Purposes. Each H Partners Group Member agrees that it or he will not use Confidential Information except for Permitted Purposes, will not disclose Confidential Information to third parties and will not disclose Confidential Information to any other H Partners Representatives unless, if such H Partners Representative is not a party to this Agreement or has not otherwise already delivered a Representative Undertaking as described below, agrees in writing to comply with the provisions of this Agreement by executing a Representative Undertaking in the form attached hereto as Exhibit A, which shall be for the benefit of and enforceable by the Company provided, further, that prior to the disclosure of any Confidential Information to any H Partners Representative, the Director must first have received from such H Partners Representative a duly executed Representative Undertaking in the form attached hereto as Exhibit A and a copy of such Representative Undertaking much have been provided to the Company pursuant to the notice provisions in Section 4.4 of this Agreement; provided, further, that the Director shall be entitled to supplement Schedule A attached hereto upon the Company’s prior written consent (such consent not to be unreasonably withheld) to add any H Partners Representatives not now exist...
Restrictions on Disclosure and Use. 3.1 The parties shall only use the confidential information for the specific purposes set out in the disclosing purpose.
3.2 In addition, both parties agree, insofar as they may be the receiving party:-
3.2.1 not to disclose, publish, utilise, employ, exploit or in any other manner whatsoever use the confidential information in any manner, for any reason or purpose whatsoever without the prior written consent of the disclosing party, which consent may be withheld in the sole and absolute discretion of the disclosing party;
3.2.2 they will restrict the dissemination of the confidential information to only those of their personnel who are actively involved in the disclosing purpose and then only on a “need to know” basis and they will initiate internal security procedures reasonably acceptable to each other to prevent unauthorised disclosure and will take all practical steps to impress upon those personnel who need to be given access to confidential information, the secret and confidential nature thereof;
3.2.3 that any unauthorised publication or other disclosure of the confidential information may cause irreparable loss, harm and damage to the disclosing party. Accordingly, the receiving party hereby indemnifies and holds the disclosing party harmless against any loss, action, expense, claim, harm or damage of whatsoever nature suffered or sustained by the disclosing party pursuant to a breach by the receiving party of the provisions of this agreement.
Restrictions on Disclosure and Use. Notwithstanding anything contained in the NDA, Orbitz will not disclose any Confidential Information provided to it by AA, including the terms and conditions of this Agreement and any advanced fare information provided under Section 5.2 of this Agreement or otherwise, to any equity owners or principals of Orbitz that are employed by a Competitor of AA except to the extent required by the laws of the State of Delaware and/or the Orbitz LLC Agreement dated May 9, 2000 (formerly the "DUNC LLC Agreement"). In the event such disclosure is required pursuant to the laws of the State of Delaware, Orbitz will provide advance notice to the Vice President of Customer Technology at AA and provide AA sufficient time to contest the need for such disclosure prior to making such disclosure. In the event disclosure is required pursuant to the Orbitz LLC Agreement, Orbitz will provide advance notice to, and obtain written approval of such disclosure from, the Vice President of Customer Technology at AA, which approval will not be unreasonably withheld.
Restrictions on Disclosure and Use. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party agrees to retain the Confidential Information in confidence and shall not copy or disclose the Confidential Information to, or use the Confidential Information for, the benefit of any third party, except as follows. Confidential Information may be disclosed on a need to know basis to the Receiving Party's employees, affiliates, and independent contractors who are parties to a written agreement with the Receiving Party which prohibits the disclosure of Confidential Information, and limits its use to the benefit of the Receiving Party and its affiliates.
Restrictions on Disclosure and Use. Receiving Party shall at all times during the Term of this Agreement and for a period of five (5) years thereafter (or in the case of trade secrets, the longer of 5 years or for so long as such Confidential information constitutes a trade secret under applicable law) hold the Confidential Information of Disclosing Party in trust and in confidence, and shall protect such Confidential Information with at least the same degree of care, but no less than reasonable care, which Receiving Party uses to protect its own Confidential Information of a similar nature. Except as expressly authorized in writing by the other Party, neither Party shall access, use or disclose any Confidential Information of the other Party for any purpose whatsoever, whether for its own benefit or the benefit of any third party, other than for the limited purpose of exercising its rights and performing its obligations under this Agreement.
