Restrictions on Use of Confidential Information. Each Party acknowledges that the unauthorized use, publication or disclosure of the other Party’s Confidential Information may cause incalculable and irreparable injury to the other Party. Accordingly, each Party agrees to use all commercially reasonable efforts to keep the other Party’s Confidential Information confidential and (except as authorized by this Agreement) not to, directly or indirectly, at any time during or after the Term publish, disclose, use or permit the use of (other than as contemplated in this Agreement) the other Party’s Confidential Information, in whole or in part, or otherwise make the other Party’s Confidential Information available to any unauthorized person without the other Party’s prior written consent, which may be granted or withheld by such other Party in its sole and absolute discretion. Disclosure of Confidential Information in response to a valid order by a court or Governmental Authority which seeks to compel the production of Confidential Information, or as otherwise required by Applicable Law or the rules of any internationally recognized stock exchange on which the securities of Yum or SpinCo are traded, shall not be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, that the Party required to make any such disclosure shall provide prompt written notice to the other Party to enable the other Party to seek a protective order or otherwise prevent such disclosure.
9.1.1 Each Party shall grant its employees and representatives access to the other Party’s Confidential Information only to the extent such employees and representatives need-to-know the Confidential Information in order to discharge the Party’s obligations or exercise the Party’s rights under this Agreement, and shall, to the extent permitted by Applicable Law, prohibit its employees and representatives from communicating, divulging, or using the other Party’s Confidential Information, except as may be required by Applicable Law or authorized by this Agreement.
9.1.2 If a Party has any reason to believe that a violation of its confidentiality obligations set forth herein has occurred, that Party shall promptly notify the other Party and shall cooperate, at its expense, with the other Party in any action or proceeding deemed necessary or reasonably advisable by the other Party to protect itself against infringement or other unlawful use, including the prosecution of any lawsuit.
Restrictions on Use of Confidential Information. Borrower and Lender agree not to use Confidential Information of the other for any purpose other than the fulfillment of its obligations under the Agreement. Except as set forth in clauses (c) and (d) of this Section 9.21, Borrower and Lender shall not disclose, publish, release, transfer or otherwise make available Confidential Information of the other in any form to, or for the use or benefit of, any Person without the other’s consent. Borrower and Lender shall, however, be permitted to disclose relevant aspects of the other’s Confidential Information to its officers, agents, subcontractors, and employees to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations under the Agreement and such disclosure is not prohibited by the GLB Act, the regulations promulgated thereunder or other applicable Law; provided, however, that Borrower and Lender shall take all reasonable measures to ensure that Confidential Information of the other is not disclosed or duplicated in contravention of these provisions by such officers, agents, subcontractors and employees. Borrower and Lender further agree promptly to advise the other in writing of any misappropriation, or unauthorized disclosure or use by any person of Confidential Information which may come to its attention and to take all steps reasonably requested by the other to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use. If the GLB Act, the regulations promulgated hereunder or other applicable Law now or hereafter in effect imposes a higher standard of confidentiality to the Confidential Information, such standard shall prevail over the provisions of this Section.
Restrictions on Use of Confidential Information. Company shall not directly or indirectly disclose, display, provide, transfer or otherwise make available all or any part of the Confidential Information to any person (including its consultants and independent contractors), unless Company has received prior written permission from the District and such person previously signed a copy of this Agreement. Company shall not make copies of the Confidential Information or any portion thereof. Company acknowledges that Confidential Information may be utilized only in accordance with providing services to the District.
Restrictions on Use of Confidential Information. Except to the extent necessary in order to perform its obligations under this Agreement and subject to the terms of this Agreement, each party agrees that it shall during the Term and thereafter: (a) hold in strict confidence all Confidential Information belonging to the other party; (b) use the Confidential Information solely to perform under this Agreement; and (c) not transfer, display, convey or otherwise disclose or make available all or any part of such Confidential Information to any person or entity other than to its Representatives who need to know such Confidential Information and who are under confidentiality obligations at least as restrictive as the terms in this Agreement. The receiving party is solely responsible for the handling and treatment of the Confidential Information of the disclosing party by the Representatives of the receiving party. Each party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but under no circumstances less than reasonable care. Without limiting the generality of the foregoing, to the extent that this Agreement permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and Intellectual Property Rights designations that appear in the original versions.
Restrictions on Use of Confidential Information. (i) Except as otherwise expressly provided herein, the Party receiving Confidential information (the “Receiving Party”) from the other Party (the “Disclosing Party”) shall (a) hold such Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party, except to its Affiliates, bona fide research and development collaborators, agents and subcontractors who "need to know"; provided, however, that such agents and contractors agree in writing to abide by the confidentiality provisions set forth herein; (c) use such Confidential Information only as necessary to perform the Research and not for any other purpose; (d) upon termination of this Agreement, destroy or return to the Disclosing Party, at the Disclosing Party's option, all tangible Confidential Information in its possession and in the possession of any Affiliates, agents and subcontractors; and (e) protect Confidential Information received from disclosure with at least that degree of care used by the Receiving Party in dealing with its own confidential information and shall take reasonable steps to minimize the risk of an unauthorized disclosure of Confidential Information.
(ii) SANOFI US has provided some additional limited rights for use of Data, which is Confidential Information, all of which are set forth in Section 6.G and referred to therein as the Permitted Data Use Field. In the event of any actual or perceived conflict between the terms of this Section and Section 6.G, the Parties intend that the increased use of the Data by ENUMERAL be permitted in the Permitted Data Use Field, with the more restrictive provisions set forth in Section 6.G superseding those set forth in Section 11.C.i above, and that Sxxxxxx 00.X, Xxxxxxx 00.X and Section 11.E remain applicable to the Data.
Restrictions on Use of Confidential Information. The Receiving Party will use at least the same degree of care, but no less than a reasonable degree of care, to avoid unauthorized disclosure or use of the Disclosing Party’s Confidential Information as it employs with respect to its own Confidential Information. The Receiving Party may disclose Confidential Information only to its own Personnel and to its consultants, subcontractors and advisors who reasonably need to know it in order to meet the contractual obligations as contemplated by the Order. The Receiving Party will be responsible to the Disclosing Party for any violation of the Order by its Personnel, consultants, Affiliates, Subcontractors or advisors.
Restrictions on Use of Confidential Information. Candidate/Titleholder will treat as confidential any non-public or proprietary information which may be disclosed, provided, or made accessible by or on behalf of Local/State Organization(s) or MAO whether disclosed in writing, verbally, or electronically, and whether or not marked, designated or otherwise identified as "confidential" or "proprietary" ("Confidential Information"). Any communication verbally noted or marked confidential by the originating party without the express written consent of the originating party. Any disclosure may be a violation of US Copyright Law and other remedies. Candidate/Titleholder will not disclose Confidential Information to any third party nor use that information or permit its approved nonparty affiliates to use that information, directly or indirectly, other than as contemplated by this Agreement. Candidate/Titleholder will be liable for any unauthorized disclosure of Confidential Information. The restrictions on the disclosure and use by Candidate/Titleholder of Confidential Information will continue for the term of this Agreement and a period of five (5) years thereafter; provided, however, that with regard to each item of Confidential Information which constitutes a trade secret under applicable law, those restrictions will continue for so long as that item of Confidential Information continues to constitute a trade secret under applicable law.
Restrictions on Use of Confidential Information. Except as otherwise expressly provided herein, the Party receiving Confidential Information (“Receiving Party”) from the other Party (“Disclosing Party”) shall (i) hold such Confidential Information in strict confidence; (ii) not disclose such Confidential Information to any third party, except to Affiliates, agents and subcontractors who "need to know;" provided, however, that such agents and contractors agree in writing to abide by the confidentiality provisions set forth herein; (iii) use such Confidential Information only as necessary in furtherance of the Services and not for any other purpose; (iv) upon termination or expiration of this Agreement, destroy or return to the Disclosing Party, at the Disclosing Party's option, all tangible Confidential Information in its possession and in the possession of any Affiliates, agents and subcontractors; and (v) protect Confidential Information received from disclosure with at least that degree of care used by the Receiving Party in dealing with its own confidential information of a similar nature and shall take reasonable steps to minimize the risk of an unauthorized disclosure of Confidential Information.
Restrictions on Use of Confidential Information. Notwithstanding the provisions of Section 5.1 above, each Party may disclose the other Party's Confidential Information (i) solely to the extent necessary to exercise the rights granted, and obligations assigned, to it hereunder (provided it uses reasonable efforts to protect such information commensurate with the efforts used to protect its own most sensitive information of a similar nature), (ii) as reasonably necessary to prosecute or defend litigation; in connection with financings, securities offerings, or merger or acquisitions; to provide information to tax or other governmental authorities, (iii) or to the extent such disclosure is reasonably necessary to comply with applicable governmental laws, regulations, or orders (provided that, if a Party is required to make any such disclosure of the other Party's Confidential Information, it will, to the extent it may legally do so, give reasonable advance notice to the latter Party of such disclosure and will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through protective orders or otherwise)).
Restrictions on Use of Confidential Information. Receiving Party agrees to use reasonable care, but in all events at least the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, to prevent the unauthorized use, disclosure, or availability of Confidential Information of the Disclosing Party. SFX acknowledges and agrees that the Source Code provided hereunder constitute valuable Viggle trade secrets. Accordingly, SFX will and shall cause its Contractors and employees to (a) comply with the Source Code Handling Requirements and (b) monitor, maintain and implement prevailing industry standard security controls that are designed to prevent unauthorized access to the Viggle Source Code. Except as otherwise expressly permitted by this Agreement, the Receiving Party shall not
10.2.1 disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Receiving Party;
10.2.2 use the Confidential Information of the Disclosing Party for the Receiving Party’s own benefit or that of any third party or for any purpose other than performance of this Agreement;
10.2.3 commercially exploit any Confidential Information of the Disclosing Party; or
10.2.4 acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party.
